SEC Form 4 · accession 0001104659-19-000552
EQGP Holdings, LP · EQGP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Equitrans Gathering Holdings, LLC
10% Owner
Equitrans Midstream Corp
10% Owner
Equitrans Midstream Holdings, LLC
10% Owner
Period of report
Dec 31, 2018
Accepted (ET)
Jan 3, 2019 · 5:10 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001632933
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Units representing limited partner interestsF1,F2,F3,F4,F5 | Dec 31, 2018 | P | 15,364,421 | $20.00 | A | 291,373,187 | I | See footnotes |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1This Form 4 with respect to ownership of common units (Common Units) representing limited partner interests in EQGP Holdings, LP (the Issuer) is jointly filed by (i) Equitrans Midstream Corporation, a Pennsylvania corporation (ETRN), (ii) Equitrans Midstream Holdings, LLC, a Delaware limited liability company (EMH), and (iii) Equitrans Gathering Holdings, LLC, a Delaware limited liability company (Gathering Holdings, and together with ETRN and EMH, the Reporting Persons).
- F2Beneficial ownership of the Common Units reported herein was acquired by the Reporting Persons pursuant to written agreements (the Unit Purchase Agreements) with (i) funds managed by Neuberger Berman Investment Adviser LP, pursuant to which ETRN acquired 5,842,704 Common Units for $20.00 per Common Unit (the Purchase Price), (ii) funds managed by Goldman Sachs Asset Management, L.P., pursuant to which ETRN acquired 1,865,020 Common Units for the Purchase Price, (iii) funds managed by Cushing Asset Management LP, pursuant to which ETRN acquired 920,130 Common Units for the Purchase Price, (iv) funds managed by Kayne Anderson Capital Advisors, L.P., pursuant to which ETRN acquired 1,363,974 Common Units for the Purchase Price, and (v) ZP Energy Fund, L.P., pursuant to which ETRN acquired 5,372,593 Common Units for the Purchase Price.
- F3The transactions contemplated by the Unit Purchase Agreements were completed on December 31, 2018 (the Initial Closing) with respect to an aggregate of 14,560,281 Common Units and on January 2, 2019 and January 3, 2019 (the Additional Closings) with respect to an aggregate of 804,140 Common Units. On January 2, 2019, ETRN contributed the Common Units acquired at the Initial Closing to Gathering Holdings as a contribution to capital. On January 3, 2019, ETRN contributed the Common Units acquired at the Additional Closings to Gathering Holdings as a contribution to capital.
- F4ETRN is the sole member of EMH and Gathering Holdings. Gathering Holdings is the sole stockholder of EQM GP Corporation, a Delaware corporation (GP Corporation). Gathering Holdings is the record and beneficial owner of 254,813,421 Common Units, which represent approximately 84.2% of the outstanding Common Units, and as the sole stockholder of GP Corporation, Gathering Holdings may be deemed to beneficially own an additional 266,000 Common Units, which represent approximately 0.1% of the outstanding Common Units, beneficially owned by GP Corporation. EMH is the record and beneficial owner of 36,293,766 Common Units, which represent approximately 12.0% of the outstanding Common Units.
- F5As the sole member of EMH and Gathering Holdings, ETRN may be deemed to beneficially own the 36,293,766 Common Units beneficially owned by EMH and the 255,079,421 Common Units beneficially owned by Gathering Holdings, which in the aggregate represent approximately 96.3% of the outstanding Common Units.