0001104659-18-064834.txt : 20181030 0001104659-18-064834.hdr.sgml : 20181030 20181030213440 ACCESSION NUMBER: 0001104659-18-064834 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20181026 FILED AS OF DATE: 20181030 DATE AS OF CHANGE: 20181030 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: EQT Production Co CENTRAL INDEX KEY: 0001607430 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35574 FILM NUMBER: 181148522 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: EQT Investments Holdings, LLC CENTRAL INDEX KEY: 0001552977 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35574 FILM NUMBER: 181148523 BUSINESS ADDRESS: STREET 1: 101 CONVENTION CENTER DRIVE, SUITE 850 CITY: LAS VEGAS STATE: NV ZIP: 89109 BUSINESS PHONE: (702) 598-3738 MAIL ADDRESS: STREET 1: 101 CONVENTION CENTER DRIVE, SUITE 850 CITY: LAS VEGAS STATE: NV ZIP: 89109 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: EQT RE, LLC CENTRAL INDEX KEY: 0001588238 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35574 FILM NUMBER: 181148524 BUSINESS ADDRESS: STREET 1: 625 LIBERTY AVENUE STREET 2: SUITE 170 CITY: PITTSBURGH STATE: PA ZIP: 15222 BUSINESS PHONE: (412)-553-5700 MAIL ADDRESS: STREET 1: 625 LIBERTY AVENUE STREET 2: SUITE 170 CITY: PITTSBURGH STATE: PA ZIP: 15222 FORMER NAME: FORMER CONFORMED NAME: Rice Energy Inc. DATE OF NAME CHANGE: 20131002 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: EQM Midstream Partners, LP CENTRAL INDEX KEY: 0001540947 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION [4922] IRS NUMBER: 371661577 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 625 LIBERTY AVENUE, SUITE 2000 CITY: PITTSBURGH STATE: PA ZIP: 15222 BUSINESS PHONE: 412-553-5700 MAIL ADDRESS: STREET 1: 625 LIBERTY AVENUE, SUITE 2000 CITY: PITTSBURGH STATE: PA ZIP: 15222 FORMER COMPANY: FORMER CONFORMED NAME: EQT Midstream Partners, LP DATE OF NAME CHANGE: 20120131 4 1 a4.xml 4 X0306 4 2018-10-26 1 0001540947 EQM Midstream Partners, LP EQM 0001607430 EQT Production Co 625 LIBERTY AVENUE, SUITE 1700 PITTSBURGH PA 15222 0 0 1 0 0001552977 EQT Investments Holdings, LLC 101 CONVENTION CENTER DRIVE, SUITE 850 LAS VEGAS NV 89109 0 0 1 0 0001588238 EQT RE, LLC 625 LIBERTY AVENUE SUITE 170 PITTSBURGH PA 15222 0 0 1 0 Common Units representing limited partner interests 2018-10-26 4 J 0 37245455 D 0 I See footnotes Pursuant to an internal reorganization conducted in connection with the proposed separation of Equitrans Midstream Corporation, a Pennsylvania corporation (ETRN), from EQT Corporation, a Pennsylvania corporation (EQT), (i) effective as of October 22, 2018, (A) Rice Midstream GP Holdings LP (RMGH), a Delaware limited partnership and wholly owned indirect subsidiary of EQT, which was the record and beneficial owner of 9,544,530 common units representing limited partner interests (Common Units) in EQM Midstream Partners, LP (the Issuer), merged with and into Equitrans Midstream Holdings, LLC, a Delaware limited liability company and wholly owned indirect subsidiary of EQT (EMH), and (B) Rice Midstream Holdings LLC, a Delaware limited liability company and wholly owned indirect subsidiary of EQT (RMH), which was the record and beneficial owner of 5,889,282 Common Units and sole member of the general partner of RMGH, merged with and into EQT RE, LLC, (sentence continues in next footnote) (continued from footnote 1) a Delaware limited liability company and wholly owned indirect subsidiary of EQT (EQT RE), and (ii) effective as of October 26, 2018 (A) EQT RE contributed 5,889,282 Common Units to EMH, (B) EQT RE distributed all of the outstanding membership interests of EMH to EQT Production Company, a Pennsylvania corporation and wholly owned indirect subsidiary of EQT (EPC), (C) EPC contributed all of the outstanding membership interests of Equitrans Gathering Holdings, LLC, a Delaware limited liability company and wholly owned indirect subsidiary of EQT (Gathering Holdings), to ETRN, (D) EPC distributed all of the outstanding membership interests in EMH and all of the outstanding shares of common stock of ETRN to EQT Investments Holdings, LLC, a Delaware limited liability company and wholly owned subsidiary of EQT (Investments Holdings), (E) Investments Holdings distributed all of the outstanding membership interests in EMH and (sentence continues in next footnote) (continued from footnote 2) all of the outstanding shares of common stock of ETRN to EQT, and (F) EQT contributed all of the outstanding membership interests in EMH to ETRN. Gathering Holdings is the sole member of EQGP Services, LLC, a Delaware limited liability company (EQGP GP) and the general partner of EQGP Holdings, LP, a public Delaware limited partnership (EQGP). EQGP is the record and beneficial owner of 21,811,643 Common Units. Investment Holdings, EPC and EQT RE are filing this "exit" Form 4 to report that they are no longer beneficial owners of securities of the Issuer. EQT, EMH, Gathering Holdings, ETRN, EQGP GP and EQGP are separately filing a Form 3 to report beneficial ownership of securities of the Issuer in connection with the above internal reorganization. The internal reorganization did not involve any purchase or sale of securities of the Issuer. Prior to the completion of the internal reorganization on October 26, 2018, (i) EQT RE did not directly own any Common Units; however, as the indirect owner of 100% of the membership interests of RMH (or later, its successor), 100% of the limited partner interests in RMGH (and later, EMH) and 100% of the membership interests of the general partner of RMGH, it was deemed to beneficially own the 5,889,282 Common Units beneficially owned by RMH and the 9,544,530 Common Units beneficially owned by RMGH (or later, EMH), which in the aggregate represented approximately 12.8% of the outstanding Common Units; (ii) EPC did not directly own any Common Units; however, as the sole member of Gathering Holdings and indirect owner of EQGP and EQGP GP and the sole member of EQT RE and indirect owner of RMH, RMGH (or later EMH) (sentence continues in next footnote) (continued from footnote 4) and the general partner of RMGH, it was deemed to beneficially own the 21,811,643 Common Units beneficially owned by EQGP, the 5,889,282 Common Units beneficially owned by RMH and the 9,544,530 Common Units beneficially owned by RMGH (or later, EMH), which in the aggregate represented approximately 30.9% of the outstanding Common Units; and (iii) Investments Holdings did not directly own any Common Units; however, as the sole shareholder of EPC and indirect owner of EQGP, EQGP GP, RMH, RMGH (or later, EMH) and RMGH GP, it was deemed to beneficially own the 21,811,643 Common Units beneficially owned by EQGP, the 5,889,282 Common Units beneficially owned by RMH and the 9,544,530 Common Units beneficially owned by RMGH (or later, EMH), which in the aggregate represented approximately 30.9% of the outstanding Common Units. /s/ Erin R. Centofanti, President of EQT Production Company 2018-10-30 /s/ Joshua C. Miller, Vice President of EQT Investments Holdings, LLC 2018-10-30 /s/ Erin R. Centofanti, President of EQT RE, LLC 2018-10-30