Sec Form 4 Filing - PORGES DAVID L @ Equitrans Midstream Corp - 2018-11-12

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
PORGES DAVID L
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)
(Last) (First) (Middle)
625 LIBERTY AVENUE, SUITE 2000
3. Date of Earliest Transaction (MM/DD/YY)
11/12/2018
(Street)
PITTSBURGH, PA15222
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 ) 401,018 A $ 0 401,018 D
Common Stock 11/12/2018 J( 1 ) 40,000 A $ 0 40,000 I By Porges Family Trust
Common Stock 11/12/2018 J( 2 ) 4,760 A $ 0 4,760 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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) ( 3 ) 11/12/2018 A 0 ( 3 ) ( 4 ) 01/01/2022 Common Stock ( 3 ) $ 0 0 ( 3 ) D
Employee Stock Option (Right to Buy) ( 3 ) 11/12/2018 A 0 ( 3 ) ( 4 ) 01/01/2023 Common Stock ( 3 ) $ 0 0 ( 3 ) D
Employee Stock Option (Right to Buy) ( 3 ) 11/12/2018 A 0 ( 3 ) ( 4 ) 01/01/2024 Common Stock ( 3 ) $ 0 0 ( 3 ) D
Employee Stock Option (Right to Buy) ( 3 ) 11/12/2018 A 0 ( 3 ) ( 4 ) 01/01/2025 Common Stock ( 3 ) $ 0 0 ( 3 ) D
Employee Stock Option (Right to Buy) ( 3 ) 11/12/2018 A 0 ( 3 ) 01/01/2019 01/01/2026 Common Stock ( 3 ) $ 0 0 ( 3 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
PORGES DAVID L
625 LIBERTY AVENUE, SUITE 2000
PITTSBURGH, PA15222
X
Signatures
/s/ Tobin M. Nelson, Attorney-in-Fact for David L. Porges 11/14/2018
Signature of Reporting Person Date
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 his family trust immediately prior to the spin-off, the Reporting Person or his family trust, 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 )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.
( 4 )The option has vested as to all shares subject to the grant.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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