SEC Form 4 · accession 0001104659-18-068561
Equitrans Midstream Corp · ETRN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Diana M Charletta
Officer — EVP & Chief Operating Officer
Period of report
Nov 12, 2018
Accepted (ET)
Nov 14, 2018 · 7:53 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 | 7,826 | $0.00 | A | 7,826 | D | |
| Common Stock | Nov 12, 2018 | J | 265 | $0.00 | A | 265 | I | By Savings Plan |
| Common Stock | Nov 12, 2018 | J | 3,466 | $0.00 | A | 3,466 | I | By Spouse |
| Common Stock | Nov 12, 2018 | J | 59 | $0.00 | A | 59 | I | By Spouse's Savings Plan |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF3,F5 | — | Nov 12, 2018 | A | 1,430 | A | — | — | Common Stock | 1,430 | 1,430 | D |
| Restricted Stock UnitsF3,F6 | — | Nov 12, 2018 | A | 2,853 | A | — | — | Common Stock | 2,853 | 2,853 | D |
| Restricted Stock UnitsF3,F7 | — | Nov 12, 2018 | A | 1,659 | A | — | — | Common Stock | 1,659 | 1,659 | 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 her spouse immediately prior to the spin-off, the Reporting Person or her spouse, 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.
- F3Each restricted stock unit represents a contingent right to receive in cash the economic equivalent of one share of ETRN common stock.
- F4In connection with the spin-off of ETRN from EQT, for each EQT restricted stock unit held by the Reporting Person immediately prior to the spin-off, the Reporting Person received 0.8 ETRN restricted stock units pursuant to the Employee Matters Agreement between ETRN and EQT.
- F5Restricted stock units vest 100% on January 1, 2020, which is the third anniversary of the original grant date of the corresponding award from EQT.
- F6Restricted stock units vest 100% in the first quarter of 2019. These restricted stock units correspond to confirmed performance awards under EQT's 2017 Value Driver Award Program.
- F7Restricted stock units vest 100% on January 1, 2021, which is the third anniversary of the original grant date of the corresponding award from EQT.