|
FORM 4
|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
|
|
OMB APPROVAL
|
| Estimated average burden hours per response... | 0.5 |
|
|
(Print or Type Responses)
|
1. Name and Address of Reporting Person *
|
| BRYSON MICHAEL A |
|
2. Issuer Name and Ticker or Trading Symbol
EQM Midstream Partners, LP [EQM]
|
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
__X__ Director
|
_____ 10% Owner
|
|
_____ Officer (give title below)
|
_____ Other (specify below)
|
|
|
|
|
2200 ENERGY DRIVE |
3. Date of Earliest Transaction (Month/Day/Year)
06/17/2020 |
|
CANONSBURG, PA 15317 |
4. If Amendment, Date Original Filed
(Month/Day/Year)
|
6. Individual or Joint/Group Filing
(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
|
|
|
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
|
|
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 | 06/17/2020 |
| D |
| 1,175 | D | (1) |
0
| D |
|
| Common Units | 06/17/2020 |
| D |
| 3,000 | D | (1) |
0
| I | Kathryn F. Bryson Revocable Trust |
|
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |
| 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 control number. | SEC 1474 (9-02) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 Underlying Securities
(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 of Derivative Security: 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
|
| Deferred Compensation - Phantom Units (2) | (1) (3) | 06/17/2020 |
| D |
|
| 18,412 |
(1) (3) |
(1) (3) | Common Units | 18,412 | (1) (3) |
0
| D |
|
Reporting Owners
| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
BRYSON MICHAEL A
2200 ENERGY DRIVE
CANONSBURG, PA 15317 |
X
|
|
|
|
Signatures
| /s/ Tobin M. Nelson, Attorney-in-Fact for Michael A. Bryson | |
06/17/2020 |
| **Signature of Reporting Person | Date |
Explanation of Responses:
| * | 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). |
| (1) | Pursuant to that certain Agreement and Plan of Merger, dated February 26, 2020, by and between the Issuer, Equitrans Midstream Corporation ("ETRN"), EQGP Services, LLC, EQM LP Corporation, and LS Merger Sub, LLC, (the "Merger Agreement"), ETRN acquired all of the outstanding common units representing limited partner interests in the Issuer (the "Common Units") that ETRN and its subsidiaries do not already own. Upon consummation of the merger, each outstanding Common Unit, other than Common Units owned by ETRN or its subsidiaries, was converted into the right to receive 2.44 shares of ETRN common stock, no par value, and all fractional shares of ETRN common stock to which a holder of Common Units otherwise would have been entitled was aggregated and the resulting fractional shares were rounded up to the nearest whole share of ETRN common stock (collectively, the "Merger Consideration"). |
| (2) | Each Phantom Unit is the economic equivalent of one Common Unit. |
| (3) | Pursuant to the Merger Agreement, as of the effective time of the merger, each Phantom Unit vested in full and automatically converted into the right to receive, with respect to each Common Unit subject thereto, the Merger Consideration. |
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
|
