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)
02/20/2019

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	02/20/2019		M		2,853	A	(1)	10,679	D
Common Stock	02/20/2019		D		2,853	D	$20.02	7,826	D
Common Stock	02/20/2019		A		4,124(2)	A	$0	11,950	D
Common Stock	02/20/2019		F		1,175(3)	D	$19.81	10,775	D
Common Stock	02/20/2019		A		1,996(2)	A	$0	5,462	I	By Spouse
Common Stock	02/20/2019		F		569(3)	D	$19.81	4,893	I	By Spouse
Common Stock								265	I	By Savings Plan
Common Stock								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	(1)	02/20/2019		M			2,853	(1)	(1)	Common Stock	2,853	(1)	0	D
Restricted Stock Units	(4)	02/20/2019		A		4,332		(5)	(5)	Common Stock	4,332	(4)	7,185	D

Explanation of Responses:

1. Each Restricted Stock Unit was a confirmed performance award under the EQT Corporation 2017 Value Driver Award Program (2017 VDA) representing a contingent right to receive in cash the economic equivalent of one share of Equitrans Midstream Corporation (Company) common stock. On February 20, 2019, the Restricted Stock Units vested and were paid out in cash based on the closing price of Company common stock on December 31, 2018.

2. On February 20, 2019, performance awards under the EQT Corporation 2016 Incentive Performance Share Unit Program (2016 IPSUP) vested and were paid out in Company common stock.

3. The Company withheld shares to satisfy the tax liability associated with the vesting and payout of awards under the 2016 IPSUP.

4. Each Restricted Stock Unit is a confirmed performance award under the EQT Corporation 2018 Value Driver Award Program (2018 VDA) and represents a contingent right to receive in cash the economic equivalent of one share of Company common stock.

5. The Restricted Stock Units will vest and be paid out in cash during the first quarter of 2020 provided that the recipient is employed by the Company on the date that the payment is made.

	/s/ Tobin M. Nelson, Attorney-in-Fact for Diana M. Charletta	02/22/2019
	** 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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