SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
PETRELLI CHARLENE

(Last) (First) (Middle)
625 LIBERTY AVENUE, SUITE 2000

(Street)
PITTSBURGH PA 15222

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Equitrans Midstream Corp [ ETRN ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Sr VP & Chief Admin Officer
3. Date of Earliest Transaction (Month/Day/Year)
11/12/2018
4. If Amendment, Date of 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 Stock 11/12/2018 J(1) 28,731 A $0 28,731 D
Common Stock 11/12/2018 A(2) 6,650(3) A $0 35,381 D
Common Stock 11/12/2018 J(4) 16,038 A $0 16,038 I By Savings Plan
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 Securities Underlying Derivative Security (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: 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
Employee Stock Option (Right to Buy) (5) 11/12/2018 A 0(5) (6) 01/01/2022 Common Stock (5) $0 0(5) D
Employee Stock Option (Right to Buy) (5) 11/12/2018 A 0(5) (6) 01/01/2023 Common Stock (5) $0 0(5) D
Employee Stock Option (Right to Buy) (5) 11/12/2018 A 0(5) (6) 01/01/2024 Common Stock (5) $0 0(5) D
Employee Stock Option (Right to Buy) (5) 11/12/2018 A 0(5) (6) 01/01/2025 Common Stock (5) $0 0(5) D
Employee Stock Option (Right to Buy) (5) 11/12/2018 A 0(5) 01/01/2019 01/01/2026 Common Stock (5) $0 0(5) D
Employee Stock Option (Right to Buy) (5) 11/12/2018 A 0(5) 01/01/2020 01/01/2027 Common Stock (5) $0 0(5) D
Employee Stock Option (Right to Buy) (5) 11/12/2018 A 0(5) 01/01/2021 01/01/2028 Common Stock (5) $0 0(5) D
Explanation of Responses:
1. In connection with the spin-off of Equitrans Midstream Corporation (ETRN) from EQT Corporation (EQT) on November 12, 2018, for each share of EQT common stock held by the Reporting Person immediately prior to the spin-off, the Reporting Person received 0.8 shares of ETRN common stock in whole shares, with partial shares paid in cash, in an exempt transaction pursuant to Rule 16a-9 of the Securities Exchange Act of 1934, as amended.
2. In connection with the spin-off of ETRN from EQT, for each share of EQT restricted stock held by the Reporting Person immediately prior to the spin-off, the Reporting Person received 0.8 shares of ETRN restricted stock pursuant to the Employee Matters Agreement between ETRN and EQT.
3. 2,819 shares of restricted stock vest on January 1, 2020, which is the third anniversary of the original grant date of the corresponding award from EQT. The remaining 3,831 shares of restricted stock vest on January 1, 2021, which is the third anniversary of the original grant date of the corresponding award from EQT.
4. In connection with the spin-off of ETRN from EQT, for each share of EQT common stock held through the EQT Corporation Employee Savings Plan (Savings Plan) immediately prior to the spin-off, 0.8 shares of ETRN common stock were distributed to the Savings Plan in an exempt transaction pursuant to Rule 16a-9 of the Securities Exchange Act of 1934, as amended.
5. In connection with the spin-off of ETRN from EQT, for each outstanding EQT stock option award held by the Reporting Person immediately prior to the spin-off, the Reporting Person received a stock option award from ETRN. The number of underlying shares and exercise price of each ETRN stock option award will be calculated in a manner intended to preserve the aggregate intrinsic value of the original EQT stock option award (based in part on the volume weighted average per-share price of ETRN's common stock during each of the first ten full NYSE trading sessions commencing November 13, 2018). Once the exercise price and number of underlying shares has been determined in respect of each grant, an amended Form 4 will be filed disclosing such information.
6. The option has vested as to all shares subject to the grant.
/s/ Tobin M. Nelson, Attorney-in-Fact for Charlene Petrelli 11/14/2018
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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