SEC Form 4 · accession 0001104659-18-068550
Equitrans Midstream Corp · ETRN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).
Reporting owner
David L Porges
Director
Period of report
Nov 12, 2018
Accepted (ET)
Nov 14, 2018 · 7:39 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001747009
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Nov 12, 2018 | J | 401,018 | $0.00 | A | 401,018 | D | |
| Common Stock | Nov 12, 2018 | J | 40,000 | $0.00 | A | 40,000 | I | By Porges Family Trust |
| Common Stock | Nov 12, 2018 | J | 4,760 | $0.00 | A | 4,760 | I | By Savings Plan |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (Right to Buy)F3,F4 | — | Nov 12, 2018 | A | 0 | A | — | Jan 1, 2022 | Common Stock | — | 0 | D |
| Employee Stock Option (Right to Buy)F3,F4 | — | Nov 12, 2018 | A | 0 | A | — | Jan 1, 2023 | Common Stock | — | 0 | D |
| Employee Stock Option (Right to Buy)F3,F4 | — | Nov 12, 2018 | A | 0 | A | — | Jan 1, 2024 | Common Stock | — | 0 | D |
| Employee Stock Option (Right to Buy)F3,F4 | — | Nov 12, 2018 | A | 0 | A | — | Jan 1, 2025 | Common Stock | — | 0 | D |
| Employee Stock Option (Right to Buy)F3 | — | Nov 12, 2018 | A | 0 | A | Jan 1, 2019 | Jan 1, 2026 | Common Stock | — | 0 | D |
Explanation of responses
- F1In connection with the spin-off of Equitrans Midstream Corporation (ETRN) from EQT Corporation (EQT) on November 12, 2018, for each share of EQT common stock held by the Reporting Person and his family trust immediately prior to the spin-off, the Reporting Person or his family trust, as applicable, received 0.8 shares of ETRN common stock in whole shares, with partial shares paid in cash, in an exempt transaction pursuant to Rule 16a-9 of the Securities Exchange Act of 1934, as amended.
- F2In connection with the spin-off of ETRN from EQT, for each share of EQT common stock held through the EQT Corporation Employee Savings Plan (Savings Plan) immediately prior to the spin-off, 0.8 shares of ETRN common stock were distributed to the Savings Plan in an exempt transaction pursuant to Rule 16a-9 of the Securities Exchange Act of 1934, as amended.
- F3In connection with the spin-off of ETRN from EQT, for each outstanding EQT stock option award held by the Reporting Person immediately prior to the spin-off, the Reporting Person received a stock option award from ETRN. The number of underlying shares and exercise price of each ETRN stock option award will be calculated in a manner intended to preserve the aggregate intrinsic value of the original EQT stock option award (based in part on the volume weighted average per-share price of ETRN's common stock during each of the first ten full NYSE trading sessions commencing November 13, 2018). Once the exercise price and number of underlying shares has been determined in respect of each grant, an amended Form 4 will be filed disclosing such information.
- F4The option has vested as to all shares subject to the grant.