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

Role: Director
Signature: /s/ Lisa M. Lind, Attorney-in-Fact for Robert F. Vagt
Stock symbol: ETRN
Transactions as of: Jul 22, 2024
Transactions value $: $0
Form type: 4
Date filed: 7/22/2024, 05:01 PM
Previous filing: May 8, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	ETRN	Common Stock	Disposed to Issuer		-26.4K	-100%		0	Jul 22, 2024	Direct	F1

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		-143K	-100%		0	Jul 22, 2024	Common Stock	143K		Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Robert F. Vagt 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	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.

Content

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.

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.