0001104659-17-068933.txt : 20171115
0001104659-17-068933.hdr.sgml : 20171115
20171115192937
ACCESSION NUMBER: 0001104659-17-068933
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20171113
FILED AS OF DATE: 20171115
DATE AS OF CHANGE: 20171115
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: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36789
FILM NUMBER: 171206408
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 Production Co
CENTRAL INDEX KEY: 0001607430
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36789
FILM NUMBER: 171206407
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 Corp
CENTRAL INDEX KEY: 0000033213
STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311]
STATE OF INCORPORATION: PA
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36789
FILM NUMBER: 171206409
BUSINESS ADDRESS:
STREET 1: 625 LIBERTY AVENUE
STREET 2: SUITE 1700
CITY: PITTSBURGH
STATE: PA
ZIP: 15222
BUSINESS PHONE: 4125535700
MAIL ADDRESS:
STREET 1: 625 LIBERTY AVENUE
STREET 2: SUITE 1700
CITY: PITTSBURGH
STATE: PA
ZIP: 15222
FORMER NAME:
FORMER CONFORMED NAME: EQT Corp /PA/
DATE OF NAME CHANGE: 20090206
FORMER NAME:
FORMER CONFORMED NAME: EQUITABLE RESOURCES INC /PA/
DATE OF NAME CHANGE: 19920703
FORMER NAME:
FORMER CONFORMED NAME: EQUITABLE GAS CO
DATE OF NAME CHANGE: 19841120
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Rice Midstream Partners LP
CENTRAL INDEX KEY: 0001620928
STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION [4922]
IRS NUMBER: 471557755
FISCAL YEAR END: 1231
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
3
1
a3.xml
3
X0206
3
2017-11-13
0
0001620928
Rice Midstream Partners LP
RMP
0000033213
EQT Corp
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
0001607430
EQT Production Co
625 LIBERTY AVENUE, SUITE 1700
PITTSBURGH
PA
15222
0
0
1
0
Common Units representing limited partner interests
0
I
See Footnotes
Subordinated Units representing limited partner interests
Common Units representing limited partner interests
0
I
See Footnotes
On November 13, 2017, pursuant to the Agreement and Plan of Merger dated as of June 19, 2017 (the "Merger Agreement"), by and among Rice Energy Inc. ("Rice"), EQT Corporation ("EQT") and Eagle Merger Sub I, Inc. ("Merger Sub"), Merger Sub merged with and into Rice (the "Merger"), with Rice (now EQT RE, LLC ("EQT RE")) continuing as the surviving entity and as a wholly owned indirect subsidiary of EQT. This Form 3 is being filed jointly by EQT, EQT Investments Holdings, LLC ("Investments Holdings"), and EQT Production Company ("EQT Production") in connection with the closing of the Merger. EQT directly owns 100% of the outstanding membership interests of Investments Holdings. Investments Holdings directly owns 100% of the common stock of EQT Production. EQT Production directly owns 100% of the outstanding membership interests of EQT RE. EQT RE indirectly owns interests in Rice Midstream Partners LP (the "Issuer").
(cont. from footnote 1) EQT, Investments Holdings, and EQT Production may therefore be deemed to beneficially own securities of the Issuer owned directly by EQT RE through its subsidiaries.
The Subordinated Units have no expiration date and will convert into Common Units on a one-for-one basis at the end of the "subordination period" described in the Issuer's Prospectus (File No. 333-199932) filed with the Securities and Exchange Commission on December 18, 2014.
/s/ Jimmi Sue Smith, Chief Accounting Officer of EQT Corporation
2017-11-15
/s/ Joshua C. Miller, Vice President of EQT Investments Holdings, LLC
2017-11-15
/s/ Jimmi Sue Smith, Assistant Treasurer of EQT Production Company
2017-11-15