0001104659-19-001501.txt : 20190110 0001104659-19-001501.hdr.sgml : 20190110 20190110172641 ACCESSION NUMBER: 0001104659-19-001501 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190110 FILED AS OF DATE: 20190110 DATE AS OF CHANGE: 20190110 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Equitrans Midstream Corp CENTRAL INDEX KEY: 0001747009 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION [4922] STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37380 FILM NUMBER: 19520975 BUSINESS ADDRESS: STREET 1: 625 LIBERTY AVENUE STREET 2: SUITE 2000 CITY: PITTSBURGH STATE: PA ZIP: 15222 BUSINESS PHONE: (412) 395-2688 MAIL ADDRESS: STREET 1: 625 LIBERTY AVENUE STREET 2: SUITE 2000 CITY: PITTSBURGH STATE: PA ZIP: 15222 FORMER NAME: FORMER CONFORMED NAME: EQT Midstream SpinCo, Inc. DATE OF NAME CHANGE: 20180717 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Equitrans Gathering Holdings, LLC CENTRAL INDEX KEY: 0001607404 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37380 FILM NUMBER: 19520976 BUSINESS ADDRESS: STREET 1: 625 LIBERTY AVENUE, SUITE 2000 CITY: PITTSBURGH STATE: PA ZIP: 15222 BUSINESS PHONE: 412-395-2688 MAIL ADDRESS: STREET 1: 625 LIBERTY AVENUE, SUITE 2000 CITY: PITTSBURGH STATE: PA ZIP: 15222 FORMER NAME: FORMER CONFORMED NAME: EQT Gathering Holdings, LLC DATE OF NAME CHANGE: 20140507 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Equitrans Midstream Holdings, LLC CENTRAL INDEX KEY: 0001757014 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37380 FILM NUMBER: 19520977 BUSINESS ADDRESS: STREET 1: 625 LIBERTY AVENUE STREET 2: SUITE 2000 CITY: PITTSBURGH STATE: PA ZIP: 15222 BUSINESS PHONE: (412) 395-2688 MAIL ADDRESS: STREET 1: 625 LIBERTY AVENUE STREET 2: SUITE 2000 CITY: PITTSBURGH STATE: PA ZIP: 15222 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: EQGP Holdings, LP CENTRAL INDEX KEY: 0001632933 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION [4922] IRS NUMBER: 300855134 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: 412-395-2688 MAIL ADDRESS: STREET 1: 625 LIBERTY AVENUE, SUITE 2000 CITY: PITTSBURGH STATE: PA ZIP: 15222 FORMER COMPANY: FORMER CONFORMED NAME: EQT GP Holdings, LP DATE OF NAME CHANGE: 20150205 4 1 a4.xml 4 X0306 4 2019-01-10 0 0001632933 EQGP Holdings, LP EQGP 0001747009 Equitrans Midstream Corp 625 LIBERTY AVENUE, SUITE 2000 PITTSBURGH PA 15222 0 0 1 0 0001607404 Equitrans Gathering Holdings, LLC 625 LIBERTY AVENUE, SUITE 2000 PITTSBURGH PA 15222 0 0 1 0 0001757014 Equitrans Midstream Holdings, LLC 625 LIBERTY AVENUE, SUITE 2000 PITTSBURGH PA 15222 0 0 1 0 Common Units representing limited partner interests 2019-01-10 4 P 0 11097287 20.00 A 302470474 I See footnotes This Form 4 with respect to ownership of common units (Common Units) representing limited partner interests in EQGP Holdings, LP (the Issuer) is jointly filed by (i) Equitrans Midstream Corporation, a Pennsylvania corporation (ETRN), (ii) Equitrans Midstream Holdings, LLC, a Delaware limited liability company (EMH), and (iii) Equitrans Gathering Holdings, LLC, a Delaware limited liability company (Gathering Holdings, and together with ETRN and EMH, the Reporting Persons). Beneficial ownership of the Common Units reported herein was acquired by the Reporting Persons pursuant to the exercise of the limited call right provided for in Section 15.1(a) of the Second Amended and Restated Agreement of Limited Partnership of the Issuer, dated as of October 12, 2018 (the Limited Call Right), pursuant to which the Reporting Persons purchased all outstanding Common Units that the Reporting Persons did not otherwise own at a price per Common Unit equal to $20.00. The Limited Call Right was completed on January 10, 2019. On January 10, 2019, immediately following the completion of the Limited Call Right, ETRN contributed the Common Units it acquired pursuant to the Limited Call Right to Gathering Holdings. ETRN is the sole member of EMH and Gathering Holdings. Gathering Holdings is the sole stockholder of EQM GP Corporation, a Delaware corporation (GP Corporation). Gathering Holdings is the record and beneficial owner of 265,910,708 Common Units, which represent approximately 87.9% of the outstanding Common Units, and as the sole stockholder of GP Corporation, Gathering Holdings may be deemed to beneficially own an additional 266,000 Common Units, which represent approximately 0.1% of the outstanding Common Units, beneficially owned by GP Corporation. EMH is the record and beneficial owner of 36,293,766 Common Units, which represent approximately 12.0% of the outstanding Common Units. As the sole member of EMH and Gathering Holdings, ETRN may be deemed to beneficially own the 36,293,766 Common Units beneficially owned by EMH and the 266,176,708 Common Units beneficially owned by Gathering Holdings, which in the aggregate represent 100.0% of the outstanding Common Units. /s/ Kirk R. Oliver, Senior Vice President and Chief Financial Officer of Equitrans Midstream Corporation 2019-01-10 /s/ Kirk R. Oliver, Senior Vice President and Chief Financial Officer of Equitrans Gathering Holdings, LLC 2019-01-10 /s/ Kirk R. Oliver, Senior Vice President and Chief Financial Officer of Equitrans Midstream Holdings, LLC 2019-01-10