As filed with the Securities and Exchange Commission on April 29, 2021
Registration No. 333-228129
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 3 TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Equitrans Midstream Corporation
(Exact name of registrant as specified in its charter)
Pennsylvania | 4922 | 83-0516635 |
(State or Other Jurisdiction of
Incorporation) | (Primary Standard Industrial Classification Number) | (I.R.S. Employer Identification Number) |
2200 Energy Drive
Canonsburg, PA 15317
(724) 271-7600
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Stephen M. Moore
Senior Vice President and
General Counsel
2200 Energy Drive
Canonsburg, PA 15317
(724) 271-7600
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
Hannah T. Frank
Christi Davis
McGuireWoods
LLP
Tower Two-Sixty
260 Forbes Avenue, Suite 1800
Pittsburgh, PA 15222
(412) 667-7936
Approximate date of commencement of proposed sale to the public: Not applicable.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ¨
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer | x | Accelerated filer | ¨ |
Non-accelerated filer | ¨ | Smaller reporting company | ¨ |
Emerging growth company | ¨ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
EXPLANATORY NOTE
This Post-Effective Amendment No. 3 to the registration statement on Form S-1 (Registration No. 333-228129) (the Registration Statement) of Equitrans Midstream Corporation (the Company), filed with the Securities and Exchange Commission (the SEC) on November 2, 2018 and originally declared effective by the SEC on November 9, 2018, with respect to certain restricted stock awards and restricted stock units issued pursuant to the Equitrans Midstream Corporation 2018 Long-Term Incentive Plan, is being filed pursuant to the undertakings in Item 17 of the Registration Statement to deregister any securities registered pursuant to the Registration Statement that remain unsold thereunder and hereby terminates the effectiveness of the Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Post-Effective Amendment No. 3 to this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Borough of Canonsburg, Commonwealth of Pennsylvania, on April 29, 2021.
Equitrans Midstream Corporation | |||
By: | /s/ KIRK R. OLIVER | ||
Name: | Kirk R. Oliver | ||
Title: | Senior Vice President and Chief Financial Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 3 to this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
* | Chief Executive Officer and Chairman | April 29, 2021 | ||
Thomas F. Karam | (Principal Executive Officer) | |||
/s/ KIRK R. OLIVER | Senior Vice President and Chief Financial | April 29, 2021 | ||
Kirk R. Oliver | Officer (Principal Financial Officer) | |||
* | Vice President and Chief Accounting Officer | April 29, 2021 | ||
Brian P. Pietrandrea | (Principal Accounting Officer) | |||
* | Director | April 29, 2021 | ||
Vicky A. Bailey | ||||
/s/ SARAH M. BARPOULIS | Director | April 29, 2021 | ||
Sarah M. Barpoulis | ||||
* | Director | April 29, 2021 | ||
Kenneth M. Burke | ||||
/s/ PATRICIA K. COLLAWN | Director | April 29, 2021 | ||
Patricia K. Collawn | ||||
* | Director | April 29, 2021 | ||
Margaret K. Dorman | ||||
/s/ D. MARK LELAND | Director | April 29, 2021 | ||
D. Mark Leland | ||||
* | Director | April 29, 2021 | ||
Norman J. Szydlowski | ||||
* | Director | April 29, 2021 | ||
Robert F. Vagt | ||||
*By: | ||||
/s/ KIRK R. OLIVER | April 29, 2021 | |||
Kirk R. Oliver, Attorney-in-Fact |