Vagt Robert F Form 4 Equitrans Midstream / ROBERT F VAGT ownership change

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^*

VAGT ROBERT F

(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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

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)		19,144	A	$0	19,144	D

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
Deferred Stock Units	(2)	11/12/2018		A(3)		3,053		(4)	(4)	Common Stock	3,053	$0	3,053	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. Each deferred stock unit is the economic equivalent of one share of common stock.

3. In connection with the spin-off of ETRN from EQT, for each EQT deferred stock unit held by the Reporting Person immediately prior to the spin-off, the Reporting Person received 0.8 ETRN deferred stock units pursuant to the Employee Matters Agreement between ETRN and EQT. In the Section 16 reports previously filed by the Reporting Person with respect to EQT securities, these awards were referred to as "deferred compensation - phantom units."

4. Award represents compensation that is deferred until termination of service as a director.

	/s/ Tobin M. Nelson, Attorney-in-Fact for Robert F. Vagt	11/14/2018
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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