| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
EQT GP Holdings, LP [ EQGP ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/15/2015 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Units | 05/15/2015 | J(1) | 266,165,000 | A | (1) | 266,165,000 | I | FN(1)(2) | ||
| Common Units | 05/15/2015 | J(3) | 26,450,000 | D | $27 | 239,715,000 | I | FN(2)(3) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. Pursuant to a recapitalization in connection with the initial public offering of the Issuer's common units, 99.9% of the outstanding limited partner interests of the Issuer were converted into 265,899,000 common units of the Issuer held by EQT Gathering Holdings, LLC (Gathering Holdings), and the remaining 0.1% of the outstanding limited partner interests of the Issuer were converted into 266,000 common units of the Issuer held by EQT GP Corporation. |
| 2. This Form 4 is being filed jointly by EQT Corporation (EQT), EQT Investments Holdings, LLC (Investments Holdings), EQT Production Company (EQT Production) and Gathering Holdings. The common units of the Issuer are owned directly by Gathering Holdings and EQT GP Corporation. Gathering Holdings is the sole stockholder of EQT GP Corporation. EQT Production directly owns 100% of the outstanding membership interests of Gathering Holdings. Investments Holdings is the sole stockholder of EQT Production. EQT directly owns 100% of the outstanding membership interests of Investments Holdings. EQT, Investments Holdings, EQT Production and Gathering Holdings may therefore be deemed to beneficially own securities of the Issuer owned directly by EQT GP Corporation and Gathering Holdings. |
| 3. On May 15, 2015, Gathering Holdings sold 26,450,000 common units of the Issuer to the public in connection with the initial public offering of the Issuer at a price of $27.00 per common unit. |
| /s/ Randall L. Crawford, President of EQT Gathering Holdings, LLC | 05/15/2015 | |
| /s/ Steven T. Schlotterbeck, President of EQT Production Company | 05/15/2015 | |
| /s/ Joshua C. Miller, Vice President of EQT Investments Holdings, LLC | 05/15/2015 | |
| /s/ Philip P. Conti, Senior Vice President & Chief Financial Officer of EQT Corporation | 05/15/2015 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||