Filing Details

UNITED STATES

SECURITIES EXCHANGE COMMISSION

Washington, D.C. 20549

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

CUSIP No. 294600 101

1

Name of Reporting Person
EQT Corporation

2

Check the Appropriate Box if a Member of a Group

(a)

o

(b)

o

3

SEC Use Only

4

Citizenship or Place of Organization
Pennsylvania

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power
0 (See Note 1)

6

Shared Voting Power
0

7

Sole Dispositive Power
50,599,503

8

Shared Dispositive Power
0

9

Aggregate Amount Beneficially Owned by Each Reporting Person
50,599,503

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

11

Percent of Class Represented by Amount in Row (9)
19.9% (See Note 2)

12

Type of Reporting Person
CO

Item 1(a):

Name of Issuer:
Equitrans Midstream Corporation

Item 1(b):

Address of Issuers Principal Executive Offices:
625 Liberty Avenue, Suite 2000, Pittsburgh, PA 15222

Item 2(a):

Name of Person Filing:
EQT Corporation

Item 2(b):

Address of Principal Business Office or, if none, Residence:
625 Liberty Avenue, Suite 1700, Pittsburgh, PA 15222

Item 2(c):

Citizenship:
Pennsylvania

Item 2(d):

Title of Class of Securities:
Common stock, no par value

Item 2(e):

CUSIP Number:
294600 101

Item 3:

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

o

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

(h)

o

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

If filing as a non-U.S. institution in accordance with Rule 240.13(d)-1(b)(1)(ii)(J), please specify the type of institution:

Item 4:

Ownership:

Explanatory Note:  Prior to November 12, 2018, the Company was a wholly owned subsidiary of the Reporting Person.  On November 12, 2018, the Reporting Person completed the spin-off of the Company through the distribution of approximately 80.1% of the outstanding shares of Company Common Stock to the Reporting Persons shareholders.  Immediately following the Distribution, the Reporting Person beneficially owned 50,599,503 shares of Company Common Stock, or approximately 19.9% of the shares of Company Common Stock outstanding as of such time.

Item 4(a)

Amount beneficially owned:   

50,599,503 shares of Company Common Stock.

Item 4(b)

Percent of class:   

19.9%.  The percent of class is based on a denominator of 254,269,000 shares of Company Common Stock outstanding as of November 30, 2018, as reported in the Companys Quarterly Report on Form 10-Q for the period ended September 30, 2018.

Item 4(c)

Number of shares of which such person has:

(i)

Sole power to vote or direct the vote:   

0.

In connection with the Distribution, the Reporting Person and the Company entered into a Shareholder and Registration Rights Agreement, dated as of November 12, 2018, pursuant to which the Reporting Person granted to the Company a proxy to vote the shares of Company Common Stock owned by the Reporting Person immediately after the Distribution in proportion to the votes cast by the Companys other shareholders.  As a result, the Reporting Person does not exercise voting power over any of the shares of Company Common Stock that it beneficially owns.

(ii)

Shared power to vote or direct the vote:    

0.

(iii)

Sole power to dispose or direct the disposition of:   

50,599,503.

(iv)

Shared power to dispose or direct the disposition of:   

0.

Item 5:

Ownership of Five Percent or Less of a Class:

Not applicable.

Item 6:

Ownership of More than Five Percent on Behalf of Another Person:

Not applicable.

Item 7:

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person:

Not applicable.

Item 8:

Identification and Classification of Members of the Group:

Not applicable.

Item 9:

Notice of Dissolution of a Group:

Not applicable.

Item 10:

Certifications:

Not applicable.

EQT CORPORATION

By:

/s/ Jimmi Sue Smith

Name:

Jimmi Sue Smith

Title:

Senior Vice President and Chief Financial Officer