Sec Form 4 Filing - EQT Corp @ Equitrans Midstream Corp - 2020-03-05

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 EQT Corp 2. Issuer Name and Ticker or Trading Symbol Equitrans Midstream Corp [ ETRN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 625 LIBERTY AVENUE, SUITE 1700 3. Date of Earliest Transaction (MM/DD/YY) 03/05/2020 (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 03/05/2020 S 25,299,752 D 25,299,751 D

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other EQT Corp 625 LIBERTY AVENUE, SUITE 1700 PITTSBURGH, PA15222 X Signatures /s/ William E. Jordan, Executive Vice President and General Counsel of EQT Corporation 06/18/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On November 12, 2018, EQT Corporation (the Reporting Person) completed the spin-off of Equitrans Midstream Corporation (the Company) through the distribution of approximately 80.1% of the outstanding shares of common stock, no par value, of the Company (Company Common Stock) to the Reporting Person's shareholders (the Distribution). Immediately following the Distribution, the Reporting Person owned 50,599,503 shares of Company Common Stock, or approximately 19.9% of the shares of Company Common Stock outstanding as of such time. On February 26, 2020, the Reporting Person entered into share purchase agreements with the Company, pursuant to which the Reporting Person agreed to sell to the Company ( 2 )(i) 4,769,496 shares of Company Common Stock in exchange for approximately $46 million in cash and (ii) 20,530,256 shares of Company Common Stock in exchange for a promissory note issued by the Company (the Rate Relief Note) representing approximately $196 million in aggregate principal amount, and cash in the amount of approximately $7 million ((i) and (ii) collectively, the Share Exchange). On March 5, 2020, the Reporting Person assigned the Rate Relief Note to EQM Midstream Partners, LP (EQM), an affiliate of the Company, as consideration for certain commercial terms, including potential reductions in gathering fees, contemplated in that certain Gas Gathering and Compression Agreement, dated as of February 26, 2020, by and between the Reporting Person, EQT Production Company, Rice Drilling B LLC, EQT Energy, LLC and EQM Gathering Opco, LLC, a wholly owned subsidiary of EQM. The Share Exchange also closed on March 5, 2020.

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