Diana M Charletta Form 4 Equitrans Midstream / Diana M Charletta 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^*

Charletta Diana M

(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)
EVP & Chief Operating 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)		7,826	A	$0	7,826	D
Common Stock	11/12/2018		J(2)		265	A	$0	265	I	By Savings Plan
Common Stock	11/12/2018		J(1)		3,466	A	$0	3,466	I	By Spouse
Common Stock	11/12/2018		J(2)		59	A	$0	59	I	By Spouse's 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
Restricted Stock Units	(3)	11/12/2018		A(4)		1,430		(5)	(5)	Common Stock	1,430	$0	1,430	D
Restricted Stock Units	(3)	11/12/2018		A(4)		2,853		(6)	(6)	Common Stock	2,853	$0	2,853	D
Restricted Stock Units	(3)	11/12/2018		A(4)		1,659		(7)	(7)	Common Stock	1,659	$0	1,659	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 and her spouse immediately prior to the spin-off, the Reporting Person or her spouse, as applicable, 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 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.

3. Each restricted stock unit represents a contingent right to receive in cash the economic equivalent of one share of ETRN common stock.

4. In connection with the spin-off of ETRN from EQT, for each EQT restricted stock unit held by the Reporting Person immediately prior to the spin-off, the Reporting Person received 0.8 ETRN restricted stock units pursuant to the Employee Matters Agreement between ETRN and EQT.

5. Restricted stock units vest 100% on January 1, 2020, which is the third anniversary of the original grant date of the corresponding award from EQT.

6. Restricted stock units vest 100% in the first quarter of 2019. These restricted stock units correspond to confirmed performance awards under EQT's 2017 Value Driver Award Program.

7. Restricted stock units vest 100% on January 1, 2021, which is the third anniversary of the original grant date of the corresponding award from EQT.

	/s/ Tobin M. Nelson, Attorney-in-Fact for Diana M. Charletta	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).
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