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