4//SEC Filing
Macken Justin S 4
Accession 0001127602-24-020777
CIK 0001747009other
Filed
Jul 21, 8:00 PM ET
Accepted
Jul 22, 4:18 PM ET
Size
12.7 KB
Accession
0001127602-24-020777
Insider Transaction Report
Form 4
Midstream Co LLCETRN
Macken Justin S
EVP Pipeline Ops
Transactions
- Disposition to Issuer
Common Stock
2024-07-22−131,861→ 0 total - Disposition to Issuer
Common Stock
2024-07-22−149,487→ 0 total - Award
Common Stock
2024-07-22+149,487→ 0 total - Disposition to Issuer
Deferred Stock Units
2024-07-22−18,690→ 0 total→ Common Stock (18,690 underlying)
Footnotes (4)
- [F1]On July 22, 2024 (the "Effective Time"), pursuant to an Agreement and Plan of Merger, dated as of March 10, 2024 (the "Merger Agreement"), Humpty Merger Sub Inc. ("Merger Sub"), a direct, wholly owned subsidiary of EQT Corporation ("EQT"), merged with and into Equitrans Midstream Corporation (the "Company") with the Company surviving as an indirect wholly owned subsidiary of EQT (the "First Step Surviving Corporation") and as the second step in a single integrated transaction, the First Step Surviving Corporation merged with and into Humpty Merger Sub LLC, an indirect wholly owned subsidiary of EQT. Pursuant to the Merger Agreement, each issued and outstanding share of the Company's common stock (excluding any Excluded Shares as define in the Merger Agreement) was converted into the right to receive 0.3504 shares (the "Exchange Ratio") of EQT common stock, with cash in lieu of fractional shares.
- [F2]Includes 72,570 shares of Company restricted stock subject to time-based vesting conditions. Pursuant to the Merger Agreement, at the Effective Time each Company restricted stock award was assumed by EQT and converted into an award of restricted stock units of EQT ("EQT RSU Award") with respect to a number of whole EQT shares (rounded up to the next whole EQT share) equal to the product obtained by multiplying the Exchange Ratio by the total number of shares of Company common stock underlying such Company restricted stock award.
- [F3]Represents previously granted performance share units which provided for delivery of shares of the Company's common stock upon the achievement of specified performance criteria. At the Effective Time these performance share units were considered earned in accordance with the terms of the Merger Agreement, and each performance share unit was assumed by EQT and converted into the right to receive an EQT RSU Award with respect to a number of whole shares of EQT (rounded up to the next whole EQT share) equal to the product obtained by multiplying (x) the Exchange Ratio by (y) the total number of earned performance share units.
- [F4]Pursuant to the Merger Agreement, at the effective time each Company deferred stock unit award was assumed by EQT and converted into an EQT RSU Award with respect to a number of whole EQT shares (rounded up to the next whole EQT share) equal to the product obtained by multiplying the Exchange Ratio by the total number of shares of Company common stock underlying such Company deferred stock unit award.
Documents
Issuer
Midstream Co LLC
CIK 0001747009
Entity typeother
Related Parties
1- filerCIK 0002004248
Filing Metadata
- Form type
- 4
- Filed
- Jul 21, 8:00 PM ET
- Accepted
- Jul 22, 4:18 PM ET
- Size
- 12.7 KB