Sec Form 4 Filing - Williams Robert Cudlipp @ Equitrans Midstream Corp - 2019-02-20

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
Williams Robert Cudlipp
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)
VP & General Counsel
(Last) (First) (Middle)
625 LIBERTY AVENUE, SUITE 2000
3. Date of Earliest Transaction (MM/DD/YY)
02/20/2019
(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 02/20/2019 M 2,383 A 2,549 D
Common Stock 02/20/2019 D 2,383 D $ 20.02 166 D
Common Stock 02/20/2019 A 5,776 ( 2 ) A $ 0 5,942 D
Common Stock 02/20/2019 F 1,645 ( 3 ) D $ 19.81 4,297 D
Common Stock 3,205 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
Restricted Stock Units ( 1 ) 02/20/2019 M 2,383 ( 1 ) ( 1 ) Common Stock 2,383 ( 1 ) 0 D
Restricted Stock Units ( 4 ) 02/20/2019 A 2,398 ( 5 ) ( 5 ) Common Stock 2,398 ( 4 ) 2,398 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Williams Robert Cudlipp
625 LIBERTY AVENUE, SUITE 2000
PITTSBURGH, PA15222
VP & General Counsel
Signatures
/s/ Tobin M. Nelson, Attorney-in-Fact for Robert Cudlipp Williams 02/22/2019
Signature of Reporting Person Date
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 ofEquitrans 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 ofCompany 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.

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