UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)*

EQM Midstream Partners, LP

(Name of Issuer)

Common Units Representing Limited Partner Interests

(Title of Class of Securities)

26885B 100

(CUSIP Number)

Kirk R. Oliver

2200 Energy Drive

Canonsburg, Pennsylvania 15317

Telephone: (724) 271-7600

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 17, 2020

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

13D


CUSIP No. 26885B 100		Page 1 of 7 pages


1		Names of Reporting Persons EQUITRANS GATHERING HOLDINGS, LLC
2		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
3		SEC Use Only
4		Source of Funds (See Instructions) OO
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6		Citizenship or Place of Organization Delaware

13D


CUSIP No. 26885B 100		Page 2 of 7 pages


1		Names of Reporting Persons EQUITRANS MIDSTREAM HOLDINGS, LLC
2		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
3		SEC Use Only
4		Source of Funds (See Instructions) OO
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6		Citizenship or Place of Organization Delaware

13D


CUSIP No. 26885B 100		Page 3 of 7 pages


1		Names of Reporting Persons EQM LP CORPORATION
2		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
3		SEC Use Only
4		Source of Funds (See Instructions) OO
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6		Citizenship or Place of Organization Delaware

13D


CUSIP No. 26885B 100		Page 4 of 7 pages


1		Names of Reporting Persons EQUITRANS MIDSTREAM CORPORATION
2		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
3		SEC Use Only
4		Source of Funds (See Instructions) OO
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6		Citizenship or Place of Organization Pennsylvania

13D


CUSIP No. 26885B 100		Page 5 of 7 pages

Explanatory Note

This Amendment No. 5 to Schedule 13D (Amendment No. 5) amends and supplements the Schedule 13D filed with the United States Securities and Exchange Commission (the SEC) on November 14, 2018, as amended to date (the Schedule 13D), relating to common units representing limited partner interests (Common Units) in EQM Midstream Partners, LP, a Delaware limited partnership (the Issuer). Capitalized terms used in this Amendment No. 5 and not defined herein shall have the meanings ascribed to them in the Schedule 13D.

Item 3.

Source and Amount of Funds or Other Consideration.

The total consideration paid for the Common Units in connection with the EQM Merger was valued at approximately $1.8 billion (based on the closing price of ETRN’s Common Stock on June 16, 2020) and consisted of the issuance of shares of ETRN Common Stock in exchange for all outstanding Common Units of the Issuer other than the Common Units owned by ETRN and its subsidiaries. Each outstanding EQM Common Unit unit not owned by ETRN or its subsidiaries was converted into the right to receive, subject to any applicable withholding tax, 2.44 shares of ETRN Common Stock.

Item 4.

Purpose of Transaction.

Item 4 of the Schedule 13D is amended and supplemented as follows:

On June 17, 2020, pursuant to the EQM Merger Agreement, EQM Merger Sub merged with and into the Issuer, with the Issuer continuing and surviving as an indirect, wholly owned subsidiary of ETRN. Pursuant to the terms of the EQM Merger Agreement, each outstanding Common Unit (other than Common Units owned by ETRN and its subsidiaries) was converted into the right to receive, subject to any applicable withholding tax, 2.44 shares of ETRN Common Stock. As a result, the Reporting Persons collectively are the beneficial owners of all Common Units of the Issuer.

Following the consummation of the transactions contemplated by the EQM Merger Agreement, the Issuer’s Common Units ceased to be listed on the New York Stock Exchange and will be deregistered under the Securities Exchange Act of 1934, as amended.

Item 5.

Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is amended and restated in its entirety as follows:

(a) – (b)

The following sets forth, as of the date of this Schedule 13D, the aggregate number of Common Units and percentage of Common Units beneficially owned by each of the Reporting Persons, as well as the number of Common Units as to which each Reporting Person has the sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition of following the consummation of the transactions contemplated by the Merger Agreement.

13D


CUSIP No. 26885B 100		Page 6 of 7 pages


Reporting Person	Amount beneficially owned		Percent of class			Sole power to vote or to direct the vote		Shared power to vote or to direct the vote		Sole power to dispose or to direct the disposition		Shared power to dispose or to direct the disposition
Equitrans Gathering Holdings, LLC		89,595,152		44.7	%		0		89,595,152		0		89,595,152
Equitrans Midstream Holdings, LLC		27,650,303		13.8	%		0		27,650,303		0		27,650,303
EQM LP Corporation		83,212,175		41.5	%		0		83,212,175		0		83,212,175
Equitrans Midstream Corporation		200,457,630		100	%		0		200,457,630		0		200,457,630

ETRN, as the sole member of each of Gathering Holdings, EMH and EQM LP, may be deemed to beneficially own the Common Units beneficially owned by each of Gathering Holdings, EMH and EQM LP.

(c)	Except as described in Item 4, during the past 60 days none of the Reporting Persons nor, to the Reporting Persons’ knowledge, the Covered Individuals, has effected any transactions in the Common Units.

(d)

None.

(e)	Not applicable.

13D


CUSIP No. 26885B 100		Page 7 of 7 pages

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: June 17, 2020


EQUITRANS GATHERING HOLDINGS, LLC

By:		/s/ Kirk R. Oliver
		Name: Kirk R. Oliver
		Title: Senior Vice President and Chief Financial Officer

EQUITRANS MIDSTREAM HOLDINGS, LLC

By:		/s/ Kirk R. Oliver
		Name: Kirk R. Oliver
		Title: Senior Vice President and Chief Financial Officer

EQM LP CORPORATION

By:		/s/ Kirk R. Oliver
		Name: Kirk R. Oliver
		Title: Senior Vice President and Chief Financial Officer

EQUITRANS MIDSTREAM CORPORATION

By:		/s/ Kirk R. Oliver
		Name: Kirk R. Oliver
		Title: Senior Vice President and Chief Financial Officer

NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH
REPORTING PERSON
WITH

Sole Voting Power

0

Shared Voting Power

89,595,152

Sole Dispositive Power

0

Shared Dispositive Power

89,595,152

EQM Midstream Partners, LP SC 13D/A