Thomas F. Karam - Jul 22, 2024 Form 4 Insider Report for Equitrans Midstream Corp (ETRN)

Signature
/s/ Lisa M. Lind, Attorney-in-Fact for Thomas F. Karam
Stock symbol
ETRN
Transactions as of
Jul 22, 2024
Transactions value $
$0
Form type
4
Date filed
7/22/2024, 04:33 PM
Previous filing
Jul 1, 2024
Next filing
Aug 29, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ETRN Common Stock Disposed to Issuer -942K -100% 0 Jul 22, 2024 Direct F1, F2
transaction ETRN Common Stock Disposed to Issuer -25K -100% 0 Jul 22, 2024 By Lakeside Drive Associates, Inc. F1
transaction ETRN Common Stock Disposed to Issuer -20K -100% 0 Jul 22, 2024 By Mae Rose Partners, LP F1
transaction ETRN Common Stock Award +1.34M 0 Jul 22, 2024 Direct F1, F3
transaction ETRN Common Stock Disposed to Issuer -1.34M -100% 0 Jul 22, 2024 Direct F1, F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction ETRN Deferred Stock Units Disposed to Issuer -195K -100% 0 Jul 22, 2024 Common Stock 195K Direct F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Thomas F. Karam is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
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 642,280 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.
F5 On July 22, 2024, pursuant to the Merger Agreement, each outstanding phantom stock unit became fully vested, any restrictions lapsed, and each phantom stock unit was converted into the right to receive a number of EQT shares (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 shares of Company common stock underlying such Company phantom stock unit.