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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Rice Midstream Partners LP [ RMP ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 07/23/2018 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 representing limited partner interests | 07/23/2018 | D | 28,757,246 | D | (1)(2) | 0 | I | See Footnotes(3)(4) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. On July 23, 2018, pursuant to the Agreement and Plan of Merger dated as of April 25, 2018 (the Merger Agreement), by and among EQT Midstream Partners, LP (EQM), EQT Midstream Services, LLC, EQM Acquisition Sub, LLC, a wholly owned subsidiary of EQM (Merger Sub), EQM GP Acquisition Sub, LLC, a wholly owned subsidiary of EQM (GP Merger Sub), Rice Midstream Partners LP (the Issuer), Rice Midstream Management LLC, the general partner of RMP (RMP GP), and, solely for purposes of certain provisions therein, EQT Corporation (EQT), Merger Sub merged with and into the Issuer (the Merger), with the Issuer continuing as the surviving entity and as a wholly owned subsidiary of EQM, and GP Merger Sub merged with and into RMP GP, with RMP GP continuing as the surviving entity and a wholly owned subsidiary of EQM. |
| 2. Pursuant to the Merger Agreement, at the effective time of the Merger (the Effective Time), (i) each common unit representing limited partner interests in the Issuer (each an RMP common unit) issued and outstanding as of immediately prior to the Effective Time was converted into the right to receive 0.3319 common units representing limited partner interests in EQM (the merger consideration) and (ii) each outstanding award of phantom units in respect of RMP common units fully vested and was converted into the right to receive the merger consideration, subject to applicable tax withholding, in respect of each RMP common unit subject thereto. |
| 3. This Form 4 is being filed jointly by EQT, EQT Investments Holdings, LLC (Investments Holdings), EQT Production Company (EQT Production), EQT RE, LLC (EQT RE), Rice Energy Operating LLC (REO), Rice Midstream Holdings LLC (RMH), Rice Midstream GP Management LLC (Rice GP Management) and Rice Midstream GP Holdings LP (Rice GP Holdings). EQT directly owns 100% of the outstanding membership interests of Investment Holdings. Investments Holdings directly owns 100% of the common stock of EQT Production. EQT Production directly owns 100% of the outstanding membership interests of EQT RE. EQT RE and Rice Energy Sub Holdings LLC (Rice Sub Holdings) directly own 100% of the outstanding membership interests in REO, (sentence continues in next footnote) |
| 4. (cont. from footnote 3) and EQT RE directly owns 100% of the outstanding membership interests of Rice Sub Holdings. REO and Rice Midstream GP LLC (Rice GP LLC) directly own 100% of the outstanding membership interests of RMH, and REO directly owns 100% of the outstanding membership interests of Rice GP LLC. RMH and Rice GPH LLC directly own 100% of the outstanding limited partner interests in Rice GP Holdings, which directly held limited partner interests in the Issuer, and RMH directly owns 100% of the outstanding membership interests of Rice GPH LLC and Rice GP Management, the general partner of Rice GP Holdings. EQT, Investments Holdings, EQT Production, EQT RE, REO, RMH and Rice GP Management may therefore be deemed to beneficially own securities of the Issuer that were owned directly by Rice GP Holdings. |
| /s/ Robert J. McNally Senior Vice President and Chief Financial Officer of EQT Corporation | 07/23/2018 | |
| /s/ Joshua C. Miller Vice President of EQT Investments Holdings, LLC | 07/23/2018 | |
| /s/ David E. Schlosser, Jr. President of EQT Production Company | 07/23/2018 | |
| /s/ David E. Schlosser, Jr. President of EQT RE, LLC | 07/23/2018 | |
| /s/ David E. Schlosser, Jr. President of Rice Energy Operating LLC | 07/23/2018 | |
| /s/ Jeremiah J. Ashcroft III President of Rice Midstream Holdings LLC | 07/23/2018 | |
| /s/ Jeremiah J. Ashcroft III President of Rice Midstream GP Management LLC | 07/23/2018 | |
| /s/ Jeremiah J. Ashcroft III President of Rice Midstream GP Management LLC, the general partner of Rice Midstream GP Holdings LP | 07/23/2018 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||