Sec Form 4 Filing - Charletta Diana M @ Equitrans Midstream Corp - 2018-11-12

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 Charletta Diana M 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 (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 ) 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 (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 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Charletta Diana M 625 LIBERTY AVENUE, SUITE 2000 PITTSBURGH, PA15222 EVP & Chief Operating Officer Signatures /s/ Tobin M. Nelson, Attorney-in-Fact for Diana M. Charletta 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 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.

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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