Sec Form 4 Filing - Oliver Kirk R @ Midstream Co LLC - 2024-07-22

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
Oliver Kirk R
2. Issuer Name and Ticker or Trading Symbol
Midstream Co LLC [ ETRN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
EVP & CFO
(Last) (First) (Middle)
2200 ENERGY DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
07/22/2024
(Street)
CANONSBURG, PA15317
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 07/22/2024 D( 1 ) 298,245 ( 2 ) D 0 D
Common Stock 07/22/2024 D( 1 ) 39,118 D 0 I By KIRK RICHARD OLIVER & MARY C OLIVER TRS FBO OLIVER FAMILY TRUST
Common Stock 07/22/2024 A( 1 )( 3 ) 442,351 ( 3 ) A 0 D
Common Stock 07/22/2024 D( 1 )( 3 ) 442,351 ( 3 ) D 0 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
Deferred Stock Units ( 4 ) 07/22/2024 D 50,740 ( 4 ) ( 4 ) Common Stock 50,740 ( 4 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Oliver Kirk R
2200 ENERGY DRIVE
CANONSBURG, PA15317
EVP & CFO
Signatures
/s/ Lisa M. Lind, Attorney-in-Fact for Kirk R. Oliver 07/22/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )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.
( 2 )Includes 213,480 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.
( 3 )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.
( 4 )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.

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