Amended Statement of Ownership (sc 13g/a)
February 10 2021 - 7:01AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of
1934
(Amendment No. 3)*
Equitrans Midstream Corporation
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
294600 101
(CUSIP Number)
December 31, 2020
(Date of Event which Requires Filing
of this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x Rule 13d-1(d)
*
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The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
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The information required in the remainder of this cover page
shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
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1
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NAME OF REPORTING PERSON
EQT Corporation
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) ¨
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Pennsylvania
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
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5
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SOLE VOTING POWER
0 (See Note 1)
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6
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SHARED VOTING POWER
0
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7
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SOLE DISPOSITIVE POWER
25,296,026
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,296,026
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES ¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.9%
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12
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TYPE OF REPORTING PERSON
CO
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Note 1: On November 12, 2018, EQT Corporation (the Reporting
Person) completed the spin-off of Equitrans Midstream Corporation (the Company) through the distribution of approximately 80.1%
of the outstanding shares of common stock, no par value, of the Company (Company Common Stock) to the Reporting Person’s
shareholders (the Distribution). Immediately following the Distribution, the Reporting Person owned 50,599,503 shares of Company
Common Stock, or approximately 19.9% of the shares of Company Common Stock outstanding as of such time. In connection with the
Distribution, the Reporting Person and the Company entered into a Shareholder and Registration Rights Agreement, dated as of November
12, 2018, pursuant to which the Reporting Person granted to the Company a proxy to vote the shares of Company Common Stock owned
by the Reporting Person immediately after the Distribution in proportion to the votes cast by the Company’s other shareholders.
As a result, the Reporting Person does not exercise voting power over any of the shares of Company Common Stock that it beneficially
owns.
ITEM 1(a):
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Name of Issuer:
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Equitrans Midstream Corporation
ITEM 1(b):
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Address of Issuer’s Principal Executive Offices:
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2200 Energy Drive, Canonsburg,
PA 15317
ITEM 2(a):
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Name of Person Filing:
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EQT Corporation
ITEM 2(b):
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Address of Principal Business Office or, if None, Residence:
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625 Liberty Avenue, Suite 1700,
Pittsburgh, PA 15222
Pennsylvania
ITEM 2(d):
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Title of Class of Securities:
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Common stock, no par value
294600 101
ITEM 3:
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If This Statement is Filed Pursuant to §§240.13d-1(b)
or 240.13d-2(b) or (c), Check Whether the Person Filing is a:
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(a)
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¨
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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(b)
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¨
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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(c)
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¨
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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(d)
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¨
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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(e)
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¨
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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¨
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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¨
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
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(h)
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¨
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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¨
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
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¨
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Group, in accordance with §240.13d-1(b)(1)(ii)(J).
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If filing as a non-U.S. institution in accordance with Rule
240.13(d)-1(b)(1)(ii)(J), please specify the type of institution:
Explanatory Note: Prior to November 12, 2018, the
Company was a wholly owned subsidiary of the Reporting Person. On November 12, 2018, the Reporting Person completed the spin-off
of the Company through the distribution of approximately 80.1% of the outstanding shares of Company Common Stock to the Reporting
Person’s shareholders. Immediately following the Distribution, the Reporting Person beneficially owned 50,599,503 shares
of Company Common Stock, or approximately 19.9% of the shares of Company Common Stock outstanding as of such time. On February
26, 2020, the Reporting Person entered into share purchase agreements with the Company, pursuant to which the Reporting Person
agreed to sell approximately 50% of its retained equity interest in the Company (25,299,752 shares of Company Common Stock in the
aggregate) to the Company in exchange for a combination of cash and fee relief under the Reporting Person’s commercial agreements
with EQM Midstream Partners, LP, an affiliate of the Company (the Share Exchange). The Share Exchange closed on March 5, 2020.
Since March 5, 2020, the Reporting Person has sold a nominal amount of Company Common Stock through open market sales.
ITEM 4(a)
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Amount Beneficially Owned:
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25,296,026 shares of Company Common Stock.
ITEM 4(b)
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Percent of Class:
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5.9%. The percent of class is
based on a denominator of 432,470,000 shares of Company Common Stock outstanding as of October 31, 2020, as reported in the Company’s
Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2020.
ITEM 4(c)
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Number of Shares of which such person has:
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(i)
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Sole power to vote or direct the vote:
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0.
In connection with the Distribution,
the Reporting Person and the Company entered into a Shareholder and Registration Rights Agreement, dated as of November 12, 2018,
pursuant to which the Reporting Person granted to the Company a proxy to vote the shares of Company Common Stock owned by the
Reporting Person immediately after the Distribution in proportion to the votes cast by the Company’s other shareholders.
As a result, the Reporting Person does not exercise voting power over any of the shares of Company Common Stock that it beneficially
owns.
(ii)
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Shared power to vote or direct the vote:
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0.
(iii)
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Sole power to dispose or direct the disposition of:
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25,296,026.
(iv)
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Shared power to dispose or direct the disposition of:
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0.
ITEM 5:
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Ownership of Five Percent or Less of a Class:
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Not applicable.
ITEM 6:
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Ownership of More than Five Percent on Behalf of Another Person:
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Not applicable.
ITEM 7:
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Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company or Control Person:
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Not applicable.
ITEM 8:
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Identification and Classification of Members of the Group:
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Not applicable.
ITEM 9:
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Notice of Dissolution of a Group:
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Not applicable.
Not applicable.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 10, 2021
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EQT CORPORATION
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By:
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/s/ William E. Jordan
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Name:
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William E. Jordan
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Title:
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Executive Vice President, General Counsel and Corporate
Secretary
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