3//SEC Filing
Rice Midstream GP Management LLC 3
Accession 0001104659-18-035101
CIK 0001632933other
Filed
May 21, 8:00 PM ET
Accepted
May 22, 4:33 PM ET
Size
23.8 KB
Accession
0001104659-18-035101
Insider Transaction Report
Form 3
EQT Production Co
10% Owner
Holdings
- 276,008,766(indirect: See Footnote)
Common Units representing limited partner interests
EQT Gathering Holdings, LLC
10% Owner
Holdings
- 276,008,766(indirect: See Footnote)
Common Units representing limited partner interests
Rice Midstream GP Management LLC
10% Owner
Holdings
- 276,008,766(indirect: See Footnote)
Common Units representing limited partner interests
EQT Corp
10% Owner
Holdings
- 276,008,766(indirect: See Footnote)
Common Units representing limited partner interests
EQT Investments Holdings, LLC
10% Owner
Holdings
- 276,008,766(indirect: See Footnote)
Common Units representing limited partner interests
Rice Energy Inc.
10% Owner
Holdings
- 276,008,766(indirect: See Footnote)
Common Units representing limited partner interests
Rice Energy Appalachia, LLC
10% Owner
Holdings
- 276,008,766(indirect: See Footnote)
Common Units representing limited partner interests
Rice Midstream Holdings LLC
10% Owner
Holdings
- 276,008,766(indirect: See Footnote)
Common Units representing limited partner interests
Rice Midstream GP Holdings LP
10% Owner
Holdings
- 276,008,766(indirect: See Footnote)
Common Units representing limited partner interests
Footnotes (7)
- [F1]This Form 3 with respect to ownership of common units (Common Units) representing limited partner interests in EQT GP Holdings, LP (the Issuer) is jointly filed by: (i) EQT Corporation, a Pennsylvania corporation (EQT); (ii) EQT Investments Holdings, LLC, a Delaware limited liability company (Investments Holdings); (iii) EQT Production Company, a Pennsylvania corporation (EPC); (iv) EQT Gathering Holdings, LLC, a Delaware limited liability company (Gathering Holdings); (v) EQT RE, LLC, a Delaware limited liability company (EQT RE); (vi) Rice Energy Operating LLC, a Delaware limited liability company (REO); (vii) Rice Midstream Holdings LLC, a Delaware limited liability company (Rice Midstream Holdings); (viii) Rice Midstream GP Management LLC, a Delaware limited liability company (GP Management); and (sentence continues in next footnote)
- [F2](continued from footnote 1) (ix) Rice Midstream GP Holdings LP, a Delaware limited partnership (RMGH, and together with EQT, Investments Holdings, EPC, Gathering Holdings, EQT RE, REO, Rice Midstream Holdings and GP Management, the Reporting Persons).
- [F3]Gathering Holdings is a limited partner of the Issuer holding approximately 79.2% of the outstanding Common Units, and is the sole stockholder of EQT GP Corporation, a Delaware corporation and limited partner of the Issuer holding approximately 0.1% of the outstanding Common Units (GP Corporation). Gathering Holdings is also the sole member of EQT GP Services, LLC, a Delaware limited liability company and the general partner of the Issuer (the General Partner). EPC is the sole member of Gathering Holdings. Investments Holdings is the sole stockholder of EPC. EQT is a publicly traded company and the sole member of Investments Holdings. RMGH is managed by GP Management, its general partner, and has no directors or executive officers. GP Management, Rice Midstream Holdings, REO, EQT RE, Gathering Holdings and Investments Holdings are manager-managed limited liability companies and direct or indirect wholly owned subsidiaries of EQT.
- [F4]As of May 22, 2018, the number of Common Units issued and outstanding is 302,458,766. The following is a summary of the beneficial ownership of Common Units of each Reporting Person: (a) Gathering Holdings is the record and beneficial owner of 239,449,000 Common Units, which represent approximately 79.2% of the outstanding Common Units, and, through its sole ownership of GP Corporation, Gathering Holdings beneficially owns an additional 266,000 Common Units, which represent approximately 0.1% of the outstanding Common Units; (b) RMGH is the record and beneficial owner of 36,293,766 Common Units, which represent approximately 12.0% of the outstanding Common Units; (c) GP Management does not directly own any Common Units; however, as the general partner of RMGH, it may be deemed to beneficially own the 36,293,766 Common Units beneficially owned by RMGH, which represent approximately 12.0% of the outstanding Common Units; (sentence continues in next footnote)
- [F5](continued from footnote 4) (d) Rice Midstream Holdings does not directly own any Common Units; however, as the sole member of GP Management and direct or indirect owner of 100% of the limited partner interests in RMGH, it may be deemed to beneficially own the 36,293,766 Common Units beneficially owned by RMGH, which represent approximately 12.0% of the outstanding Common Units; (e) REO does not directly own any Common Units; however, as the direct or indirect owner of Rice Midstream Holdings, GP Management and RMGH, it may be deemed to beneficially own the 36,293,766 Common Units beneficially owned by RMGH, which represent approximately 12.0% of the outstanding Common Units; (f) EQT RE does not directly own any Common Units of the Issuer; however, as the direct or indirect owner of REO, Rice Midstream Holdings, GP Management and RMGH, it may be deemed to beneficially own the 36,293,766 Common Units beneficially owned by RMGH, (sentence continues in next footnote)
- [F6](continued from footnote 5) which represent approximately 12.0% of the outstanding Common Units; (g) EPC does not directly own any Common Units; however, as the sole member of Gathering Holdings and EQT RE and indirect owner of REO, Rice Midstream Holdings, GP Management and RMGH, it may be deemed to beneficially own the 239,715,000 Common Units beneficially owned by Gathering Holdings and the 36,293,766 Common Units beneficially owned by RMGH, which represent in the aggregate approximately 91.3% of the outstanding Common Units; (h) Investments Holdings does not directly own any Common Units; however, as the sole shareholder of EPC and indirect owner of Gathering Holdings, EQT RE, REO, Rice Midstream Holdings, GP Management and RMGH, it may be deemed to beneficially own the 239,715,000 Common Units beneficially owned by Gathering Holdings and the 36,293,766 Common Units beneficially owned by RMGH, (sentence continues in next footnote)
- [F7](continued from footnote 6) which represent in the aggregate approximately 91.3% of the outstanding Common Units; and (i) EQT does not directly own any Common Units of the Issuer; however, as the sole member of Investments Holdings and indirect owner of EPC, Gathering Holdings, EQT RE, REO, Rice Midstream Holdings, GP Management and RMGH, it may be deemed to beneficially own the 239,715,000 Common Units beneficially owned by Gathering Holdings and the 36,293,766 Common Units beneficially owned by RMGH, which represent in the aggregate approximately 91.3% of the outstanding Common Units.
Documents
Issuer
EQT GP Holdings, LP
CIK 0001632933
Entity typeother
Related Parties
1- filerCIK 0001666989
Filing Metadata
- Form type
- 3
- Filed
- May 21, 8:00 PM ET
- Accepted
- May 22, 4:33 PM ET
- Size
- 23.8 KB