EQT Corp — Director's Dealing 2018

Nov 13, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EQM Midstream Partners, LP (EQM)
CIK: 0001540947
Period of Report: 2018-11-12

Reporting Person: EQT Corp (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-11-12	Common Units representing limited partner interests	J	37245455	—	Disposed	0	Indirect

Footnotes

F1: Effective as of 11:59 p.m. (ET) on November 12, 2018 (the Effective Time), EQT Corporation, a Pennsylvania corporation (EQT), completed the separation of its midstream business from its upstream business (the Separation) by means of a pro rata distribution of 80.1% of the outstanding shares of common stock of Equitrans Midstream Corporation, a Pennsylvania corporation formed to hold EQT's midstream business following the Separation (ETRN), to EQT's shareholders of record as of the close of business on November 1, 2018 (the Distribution). As a result of the Separation and the Distribution, ETRN is a standalone publicly traded company, and as of the Effective Time, EQT is no longer deemed a beneficial owner of the common units representing limited partner interests (Common Units) of EQM Midstream Partners, LP beneficially owned by ETRN or its subsidiaries.

F2: ETRN is the sole member of Equitrans Midstream Holdings, LLC, a Delaware limited liability company (EMH) and Equitrans Gathering Holdings, LLC, a Delaware limited liability company (Gathering Holdings). Gathering Holdings is the direct or indirect owner of approximately 79.3% of the limited partner interests in EQGP Holdings, LP, a Delaware limited partnership (EQGP) and the sole member of EQGP Services, LLC, a Delaware limited liability company (EQGP GP), the general partner of EQGP. EQGP is the record and beneficial owner of 21,811,643 Common Units, which represent approximately 18.1% of the outstanding Common Units. EMH is the record and beneficial owner of 15,433,812 Common Units, which represent approximately 12.8% of the outstanding Common Units. As the direct or indirect owner of 79.3% of the limited partner interests in EQGP and sole member of EQGP GP, Gathering Holdings may be deemed to beneficially own the 21,811,643 Common Units beneficially owned by EQGP.

F3: As the sole member of EMH and Gathering Holdings, ETRN may be deemed to beneficially own the 21,811,643 Common Units beneficially owned by EQGP and the 15,433,812 Common Units beneficially owned by EMH, which in the aggregate represent approximately 30.9% of the outstanding Common Units. Prior to the completion of the Separation and the Distribution, EQT did not directly own any Common Units; however, as the sole shareholder of ETRN, it was deemed to beneficially own the 37,245,455 Common Units deemed to be beneficially owned by ETRN.