SEC Form 4 · accession 0001104659-18-068564

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

Charlene Petrelli

Officer — Sr VP & Chief Admin Officer

Period of report

Nov 12, 2018

Accepted (ET)

Nov 14, 2018 · 8:04 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	28,731	$0.00	A	28,731	D
Common Stock^F3	Nov 12, 2018	A	6,650	$0.00	A	35,381	D
Common Stock	Nov 12, 2018	J	16,038	$0.00	A	16,038	I	By Savings Plan

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Employee Stock Option (Right to Buy)^F5,F6	—	Nov 12, 2018	A	A	—	Jan 1, 2022	Common Stock	—	D
Employee Stock Option (Right to Buy)^F5,F6	—	Nov 12, 2018	A	A	—	Jan 1, 2023	Common Stock	—	D
Employee Stock Option (Right to Buy)^F5,F6	—	Nov 12, 2018	A	A	—	Jan 1, 2024	Common Stock	—	D
Employee Stock Option (Right to Buy)^F5,F6	—	Nov 12, 2018	A	A	—	Jan 1, 2025	Common Stock	—	D
Employee Stock Option (Right to Buy)^F5	—	Nov 12, 2018	A	A	Jan 1, 2019	Jan 1, 2026	Common Stock	—	D
Employee Stock Option (Right to Buy)^F5	—	Nov 12, 2018	A	A	Jan 1, 2020	Jan 1, 2027	Common Stock	—	D
Employee Stock Option (Right to Buy)^F5	—	Nov 12, 2018	A	A	Jan 1, 2021	Jan 1, 2028	Common Stock	—	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 immediately prior to the spin-off, the Reporting Person 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 restricted stock held by the Reporting Person immediately prior to the spin-off, the Reporting Person received 0.8 shares of ETRN restricted stock pursuant to the Employee Matters Agreement between ETRN and EQT.
F32,819 shares of restricted stock vest on January 1, 2020, which is the third anniversary of the original grant date of the corresponding award from EQT. The remaining 3,831 shares of restricted stock vest on January 1, 2021, which is the third anniversary of the original grant date of the corresponding award from EQT.
F4In 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.
F5In 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.
F6The option has vested as to all shares subject to the grant.