0001104659-18-046537.txt : 20180723
0001104659-18-046537.hdr.sgml : 20180723
20180723163834
ACCESSION NUMBER: 0001104659-18-046537
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20180723
FILED AS OF DATE: 20180723
DATE AS OF CHANGE: 20180723
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: LYTAL JAMES H
CENTRAL INDEX KEY: 0001006299
STATE OF INCORPORATION: DE
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36789
FILM NUMBER: 18964838
MAIL ADDRESS:
STREET 1: GULFTERRA ENERGY PARTNERS
STREET 2: 4 GREENWAY PLAZA
CITY: HOUSTON
STATE: TX
ZIP: 77046
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Rice Midstream Partners LP
CENTRAL INDEX KEY: 0001620928
STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION [4922]
IRS NUMBER: 471557755
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 625 LIBERTY AVENUE, SUITE 1700
CITY: PITTSBURGH
STATE: PA
ZIP: 15222
BUSINESS PHONE: (412) 553-5700
MAIL ADDRESS:
STREET 1: 625 LIBERTY AVENUE, SUITE 1700
CITY: PITTSBURGH
STATE: PA
ZIP: 15222
4
1
a4.xml
4
X0306
4
2018-07-23
1
0001620928
Rice Midstream Partners LP
RMP
0001006299
LYTAL JAMES H
625 LIBERTY AVENUE, SUITE 1700
PITTSBURGH
PA
15222
1
0
0
0
Common Units Representing Limited Partner Interests
2018-07-23
4
D
0
33720
0
D
0
D
On July 23, 2018, pursuant to the Agreement and Plan of Merger dated as of April 25, 2018 (the Merger Agreement), by and among EQT Midstream Partners, LP (EQM), EQT Midstream Services, LLC, EQM Acquisition Sub, LLC, a wholly owned subsidiary of EQM (Merger Sub), EQM GP Acquisition Sub, LLC, a wholly owned subsidiary of EQM (GP Merger Sub), Rice Midstream Partners LP (RMP), Rice Midstream Management LLC, the general partner of RMP (RMP GP), and, solely for purposes of certain provisions therein, EQT Corporation, Merger Sub merged with and into RMP (the Merger), with RMP continuing as the surviving entity and as a wholly owned indirect subsidiary of EQM, and GP Merger Sub merged with and into RMP GP, with RMP GP continuing as the surviving entity and as a wholly owned indirect subsidiary of EQM.
Pursuant to the Merger Agreement, at the effective time of the Merger (the Effective Time), (i) each common unit representing limited partner interests in RMP (each an RMP common unit) issued and outstanding as of immediately prior to the Effective Time was converted into the right to receive 0.3319 common units representing limited partner interests in EQM (the merger consideration) and (ii) each outstanding award of phantom units in respect of RMP common units fully vested and was converted into the right to receive the merger consideration, subject to applicable tax withholding, in respect of each RMP common unit subject thereto.
/s/ Tobin M. Nelson, Attorney-in-Fact for James H. Lytal
2018-07-23