0001127602-24-020791.txt : 20240722
0001127602-24-020791.hdr.sgml : 20240722
20240722163318
ACCESSION NUMBER: 0001127602-24-020791
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20240722
FILED AS OF DATE: 20240722
DATE AS OF CHANGE: 20240722
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: KARAM THOMAS F
CENTRAL INDEX KEY: 0001183996
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38629
FILM NUMBER: 241131903
MAIL ADDRESS:
STREET 1: C/O SOUTHERN UNION CO
STREET 2: ONE PEI CENTER
CITY: WILKES BARRE
STATE: PA
ZIP: 18711-0601
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Midstream Co LLC
CENTRAL INDEX KEY: 0001747009
STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION [4922]
ORGANIZATION NAME: 01 Energy & Transportation
IRS NUMBER: 830516635
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 625 LIBERTY AVENUE
STREET 2: SUITE 1700
CITY: PITTSBURGH
STATE: PA
ZIP: 15222
BUSINESS PHONE: 412-553-5700
MAIL ADDRESS:
STREET 1: 625 LIBERTY AVENUE
STREET 2: SUITE 1700
CITY: PITTSBURGH
STATE: PA
ZIP: 15222
FORMER COMPANY:
FORMER CONFORMED NAME: Equitrans Midstream Corp
DATE OF NAME CHANGE: 20180803
FORMER COMPANY:
FORMER CONFORMED NAME: EQT Midstream SpinCo, Inc.
DATE OF NAME CHANGE: 20180717
4
1
form4.xml
PRIMARY DOCUMENT
X0508
4
2024-07-22
1
0001747009
Midstream Co LLC
ETRN
0001183996
KARAM THOMAS F
2200 ENERGY DRIVE
CANONSBURG
PA
15317
1
1
Executive Chairman
0
Common Stock
2024-07-22
4
D
0
942016
D
0
D
Common Stock
2024-07-22
4
D
0
25000
D
0
I
By Lakeside Drive Associates, Inc.
Common Stock
2024-07-22
4
D
0
20000
D
0
I
By Mae Rose Partners, LP
Common Stock
2024-07-22
4
A
0
1342176
A
0
D
Common Stock
2024-07-22
4
D
0
1342176
D
0
D
Deferred Stock Units
2024-07-22
4
D
0
194518
D
Common Stock
194518
0
D
On July 22, 2024 (the "Effective Time"), pursuant to an Agreement and Plan of Merger, dated as of March 10, 2024 (the "Merger Agreement"), Humpty Merger Sub Inc. ("Merger Sub"), a direct, wholly owned subsidiary of EQT Corporation ("EQT"), merged with and into Equitrans Midstream Corporation (the "Company") with the Company surviving as an indirect wholly owned subsidiary of EQT (the "First Step Surviving Corporation") and as the second step in a single integrated transaction, the First Step Surviving Corporation merged with and into Humpty Merger Sub LLC, an indirect wholly owned subsidiary of EQT. Pursuant to the Merger Agreement, each issued and outstanding share of the Company's common stock (excluding any Excluded Shares as define in the Merger Agreement) was converted into the right to receive 0.3504 shares (the "Exchange Ratio") of EQT common stock, with cash in lieu of fractional shares.
Includes 642,280 shares of Company restricted stock subject to time-based vesting conditions. Pursuant to the Merger Agreement, at the Effective Time each Company restricted stock award was assumed by EQT and converted into an award of restricted stock units of EQT ("EQT RSU Award") with respect to a number of whole EQT shares (rounded up to the next whole EQT share) equal to the product obtained by multiplying the Exchange Ratio by the total number of shares of Company common stock underlying such Company restricted stock award.
Represents previously granted performance share units which provided for delivery of shares of the Company's common stock upon the achievement of specified performance criteria. At the Effective Time these performance share units were considered earned in accordance with the terms of the Merger Agreement, and each performance share unit was assumed by EQT and converted into the right to receive an EQT RSU Award with respect to a number of whole shares of EQT (rounded up to the next whole EQT share) equal to the product obtained by multiplying (x) the Exchange Ratio by (y) the total number of earned performance share units.
Pursuant to the Merger Agreement, at the effective time each Company deferred stock unit award was assumed by EQT and converted into an EQT RSU Award with respect to a number of whole EQT shares (rounded up to the next whole EQT share) equal to the product obtained by multiplying the Exchange Ratio by the total number of shares of Company common stock underlying such Company deferred stock unit award.
On July 22, 2024, pursuant to the Merger Agreement, each outstanding phantom stock unit became fully vested, any restrictions lapsed, and each phantom stock unit was converted into the right to receive a number of EQT shares (rounded up to the next whole EQT share) equal to the product obtained by multiplying (x) the Exchange Ratio by (y) the total number of shares of Company common stock underlying such Company phantom stock unit.
/s/ Lisa M. Lind, Attorney-in-Fact for Thomas F. Karam
2024-07-22