0001104659-18-046527.txt : 20180723
0001104659-18-046527.hdr.sgml : 20180723
20180723163323
ACCESSION NUMBER: 0001104659-18-046527
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20180723
FILED AS OF DATE: 20180723
DATE AS OF CHANGE: 20180723
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: 001-35574
FILM NUMBER: 18964754
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
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: 001-35574
FILM NUMBER: 18964755
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: 001-35574
FILM NUMBER: 18964756
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 Gathering Holdings, LLC
CENTRAL INDEX KEY: 0001607404
STATE OF INCORPORATION: PA
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35574
FILM NUMBER: 18964757
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 GP Holdings, LP
CENTRAL INDEX KEY: 0001632933
STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION [4922]
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35574
FILM NUMBER: 18964758
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 GP Services, LLC
CENTRAL INDEX KEY: 0001632934
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35574
FILM NUMBER: 18964759
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 RE, LLC
CENTRAL INDEX KEY: 0001588238
STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311]
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35574
FILM NUMBER: 18964760
BUSINESS ADDRESS:
STREET 1: 625 LIBERTY AVENUE
STREET 2: SUITE 170
CITY: PITTSBURGH
STATE: PA
ZIP: 15222
BUSINESS PHONE: (412)-553-5700
MAIL ADDRESS:
STREET 1: 625 LIBERTY AVENUE
STREET 2: SUITE 170
CITY: PITTSBURGH
STATE: PA
ZIP: 15222
FORMER NAME:
FORMER CONFORMED NAME: Rice Energy Inc.
DATE OF NAME CHANGE: 20131002
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Rice Energy Operating LLC
CENTRAL INDEX KEY: 0001624644
STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311]
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35574
FILM NUMBER: 18964761
BUSINESS ADDRESS:
STREET 1: 625 LIBERTY AVENUE, SUITE 1700
CITY: PITTSBURGH
STATE: PA
ZIP: 15222
BUSINESS PHONE: 4125535700
MAIL ADDRESS:
STREET 1: 625 LIBERTY AVENUE, SUITE 1700
CITY: PITTSBURGH
STATE: PA
ZIP: 15222
FORMER NAME:
FORMER CONFORMED NAME: Rice Energy Appalachia, LLC
DATE OF NAME CHANGE: 20141107
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Rice Midstream Holdings LLC
CENTRAL INDEX KEY: 0001627878
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35574
FILM NUMBER: 18964762
BUSINESS ADDRESS:
STREET 1: 625 LIBERTY AVENUE, SUITE 1700
CITY: PITTSBURGH
STATE: PA
ZIP: 15222
BUSINESS PHONE: 4125535700
MAIL ADDRESS:
STREET 1: 625 LIBERTY AVENUE, SUITE 1700
CITY: PITTSBURGH
STATE: PA
ZIP: 15222
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: EQT Midstream Partners, LP
CENTRAL INDEX KEY: 0001540947
STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION [4922]
IRS NUMBER: 371661577
STATE OF INCORPORATION: DE
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
2018-07-23
0
0001540947
EQT Midstream Partners, LP
EQM
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
0001607404
EQT Gathering Holdings, LLC
625 LIBERTY AVENUE, SUITE 1700
PITTSBURGH
PA
15222
0
0
1
0
0001632933
EQT GP Holdings, LP
625 LIBERTY AVENUE, SUITE 1700
PITTSBURGH
PA
15222
0
0
1
0
0001632934
EQT GP Services, LLC
625 LIBERTY AVENUE, SUITE 1700
PITTSBURGH
PA
15222
0
0
1
0
0001588238
EQT RE, LLC
625 LIBERTY AVENUE
SUITE 170
PITTSBURGH
PA
15222
0
0
1
0
0001624644
Rice Energy Operating LLC
625 LIBERTY AVENUE, SUITE 1700
PITTSBURGH
PA
15222
0
0
1
0
0001627878
Rice Midstream Holdings LLC
625 LIBERTY AVENUE, SUITE 1700
PITTSBURGH
PA
15222
0
0
1
0
Common Units representing limited partner interests
37245455
I
See Footnotes
This Form 3 with respect to ownership of common units (Common Units) representing limited partner interests in EQT Midstream Partners, LP (the Issuer) is jointly filed by (i) EQT Production Company, a Pennsylvania corporation (EPC), (ii) EQT Investments Holdings, LLC, a Delaware limited liability company (Investments Holdings), (iii) EQT Gathering Holdings, LLC, a Delaware limited liability company (Gathering Holdings); (iv) EQT Corporation, a Pennsylvania corporation (EQT); (v) EQT GP Holdings, LP, a Delaware limited partnership (EQGP); (vi) EQT GP Services, LLC, a Delaware limited liability company (EQGP GP); (vii) Rice Midstream Holdings LLC, a Delaware limited liability company (Rice Midstream Holdings); (sentence continues in next footnote)
(continued from footnote 1) (viii) Rice Energy Operating LLC, a Delaware limited liability company (REO); and (ix) EQT RE, LLC, a Delaware limited liability company (EQT RE, and together with EPC, Investments Holdings, Gathering Holdings, EQT, EQGP, EQGP GP, Rice Midstream Holdings and REO, the Reporting Persons).
EQGP is a limited partner of the Issuer and owns approximately 18.1% of the outstanding Common Units . EQGP GP is the general partner of EQGP and owns the entire non-economic general partner interest in EQGP. Gathering Holdings is a limited partner of EQGP with an approximate 79.2% limited partner interest in EQGP, is the sole member of EQGP GP, and is the sole stockholder of EQT GP Corporation, a Delaware corporation and limited partner of EQGP holding an approximate 0.1% limited partner interest in EQGP. Rice Midstream Holdings is (i) a limited partner of the Issuer and owns approximately 4.9% of the outstanding Common Units, (ii) a limited partner of Rice Midstream GP Holdings LP (RMGH), (sentence continues in next footnote)
(continued from footnote 3) a Delaware limited partnership and limited partner of the Issuer, holding approximately 7.9% of the outstanding Common Units, and (iii) the sole member of Rice Midstream GP Management LLC (RMGH GP), a Delaware limited liability company and the general partner of RMGH, holding the entire non-economic general partner interest in RMGH. Rice Midstream Holdings, RMGH, RMGH GP and REO are each wholly owned subsidiaries of EQT RE. EPC is the sole member of Gathering Holdings and EQT RE. Investments Holdings is the sole shareholder of EPC. EQT is a publicly traded company and the sole member of Investments Holdings. Rice Midstream Holdings, RMGH GP, REO, EQT RE, Gathering Holdings and Investments Holdings are manager-managed limited liability companies with boards of managers. EPC and EQT are corporations with boards of directors.
As of July 23, 2018, the number of Common Units issued and outstanding is approximately 120,457,148. The following is a summary of the beneficial ownership of Common Units of each Reporting Person: (a) EQGP is the record and beneficial owner of 21,811,643 Common Units, which represent approximately 18.1% of the outstanding Common Units; (b) Rice Midstream Holdings is the record and beneficial owner of 5,889,282 Common Units, which represent approximately 4.9% of the outstanding Common Units, and, as the direct or indirect owner of 100% of the limited partner interests in RMGH and 100% of the membership interests of RMGH GP, it may be deemed to beneficially own the 9,544,530 Common Units beneficially owned by RMGH, which represent approximately 7.9% of the outstanding Common Units; (sentence continues in next footnote)
(continued from footnote 5) (c) EQGP GP does not directly own any Common Units; however, as the general partner of EQGP, it may be deemed to beneficially own the 21,811,643 Common Units beneficially owned by EQGP, which represent approximately 18.1% of the outstanding Common Units; (d) Gathering Holdings does not directly own any Common Units; however, as the direct or indirect owner of approximately 79.3% of the limited partner interests in EQGP and the sole member of EQGP GP, it may be deemed to beneficially own the 21,811,643 Common Units beneficially owned by EQGP, which represent approximately 18.1% of the outstanding Common Units; (e) REO does not directly own any Common Units; however, as the direct or indirect owner of 100% of the membership interests of Rice Midstream Holdings, 100% of the limited partner interests in RMGH and 100% of the membership interests of RMGH GP, (sentence continues in next footnote)
(continued from footnote 6) it may be deemed to beneficially own the 5,889,282 Common Units beneficially owned by Rice Midstream Holdings and the 9,544,530 Common Units beneficially owned by RMGH, which in the aggregate represent approximately 12.8% of the outstanding Common Units; (f) EQT RE does not directly own any Common Units; however, as the indirect owner of 100% of the membership interests of Rice Midstream Holdings, 100% of the limited partner interests in RMGH and 100% of the membership interests of RMGH GP, it may be deemed to beneficially own the 5,889,282 Common Units beneficially owned by Rice Midstream Holdings and the 9,544,530 Common Units beneficially owned by RMGH, which in the aggregate represent approximately 12.8% of the outstanding Common Units; (sentence continues in next footnote)
(continued from footnote 7) (g) EPC does not directly own any Common Units; however, as the sole member of Gathering Holdings and indirect owner of EQGP and EQGP GP and the sole member of EQT RE and indirect owner of Rice Midstream Holdings, RMGH and RMGH GP, it may be deemed to beneficially own the 21,811,643 Common Units beneficially owned by EQGP, the 5,889,282 Common Units beneficially owned by Rice Midstream Holdings and the 9,544,530 Common Units beneficially owned by RMGH, which in the aggregate represent approximately 30.9% of the outstanding Common Units; (h) Investments Holdings does not directly own any Common Units; however, as the sole shareholder of EPC and indirect owner of EQGP, EQGP GP, Rice Midstream Holdings, RMGH and RMGH GP, it may be deemed to beneficially own the 21,811,643 Common Units beneficially owned by EQGP, the 5,889,282 Common Units beneficially owned by Rice Midstream Holdings and (sentence continues in next footnote)
(continued from footnote 8) the 9,544,530 Common Units beneficially owned by RMGH, which in the aggregate represent approximately 30.9% of the outstanding Common Units (i) EQT does not directly own any Common Units; however, as the sole member of Investments Holdings and indirect owner of EQGP, EQGP GP, Rice Midstream Holdings, RMGH and RMGH GP, it may be deemed to beneficially own the 21,811,643 Common Units beneficially owned by EQGP, the 5,889,282 Common Units beneficially owned by Rice Midstream Holdings and the 9,544,530 Common Units beneficially owned by RMGH, which in the aggregate represent approximately 30.9% of the outstanding Common Units.
/s/ Robert J. McNally Senior Vice President and Chief Financial Officer of EQT Corporation
2018-07-23
/s/ Jeremiah J. Ashcroft III President of EQT Gathering Holdings, LLC
2018-07-23
/s/ David E. Schlosser, Jr. President of EQT Production Company
2018-07-23
/s/ Joshua C. Miller Vice President of EQT Investments Holdings, LLC
2018-07-23
/s/ Robert J. McNally Senior Vice President and Chief Financial Officer of EQT GP Services, LLC, as general partner of EQT GP Holdings, LP
2018-07-23
/s/ Robert J. McNally Senior Vice President and Chief Financial Officer of EQT GP Services, LLC
2018-07-23
/s/ Jeremiah J. Ashcroft III President of Rice Midstream Holdings LLC
2018-07-23
/s/ David E. Schlosser, Jr. President of Rice Energy Operating LLC
2018-07-23
/s/ David E. Schlosser, Jr. President of EQT RE, LLC
2018-07-23