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Filing Details

Accession Number:: 0001104659-19-001501
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2019-01-10 17:26:41
Reporting Period:: 2019-01-10

Accepted Time:: 2019-01-10 17:26:41
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1632933	Eqgp Holdings Lp	EQGP	()	PA

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1607404	Equitrans Gathering Holdings, Llc	625 Liberty Avenue, Suite 2000 Pittsburgh PA 15222	No	No	Yes	No
1747009	Equitrans Midstream Corp	625 Liberty Avenue, Suite 2000 Pittsburgh PA 15222	No	No	Yes	No
1757014	Equitrans Midstream Holdings, Llc	625 Liberty Avenue, Suite 2000 Pittsburgh PA 15222	No	No	Yes	No

Reported Non-Derivative Transactions

Show Other Fields >>

Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Units Representing Limited Partner Interests	Acquisiton	2019-01-10	11,097,287	$20.00	302,470,474	No	4	P	Indirect	See footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	See footnotes

Footnotes

This Form 4 with respect to ownership of common units (Common Units) representing limited partner interests in EQGP Holdings, LP (the Issuer) is jointly filed by (i) Equitrans Midstream Corporation, a Pennsylvania corporation (ETRN), (ii) Equitrans Midstream Holdings, LLC, a Delaware limited liability company (EMH), and (iii) Equitrans Gathering Holdings, LLC, a Delaware limited liability company (Gathering Holdings, and together with ETRN and EMH, the Reporting Persons).
Beneficial ownership of the Common Units reported herein was acquired by the Reporting Persons pursuant to the exercise of the limited call right provided for in Section 15.1(a) of the Second Amended and Restated Agreement of Limited Partnership of the Issuer, dated as of October 12, 2018 (the Limited Call Right), pursuant to which the Reporting Persons purchased all outstanding Common Units that the Reporting Persons did not otherwise own at a price per Common Unit equal to $20.00. The Limited Call Right was completed on January 10, 2019. On January 10, 2019, immediately following the completion of the Limited Call Right, ETRN contributed the Common Units it acquired pursuant to the Limited Call Right to Gathering Holdings.
ETRN is the sole member of EMH and Gathering Holdings. Gathering Holdings is the sole stockholder of EQM GP Corporation, a Delaware corporation (GP Corporation). Gathering Holdings is the record and beneficial owner of 265,910,708 Common Units, which represent approximately 87.9% of the outstanding Common Units, and as the sole stockholder of GP Corporation, Gathering Holdings may be deemed to beneficially own an additional 266,000 Common Units, which represent approximately 0.1% of the outstanding Common Units, beneficially owned by GP Corporation. EMH is the record and beneficial owner of 36,293,766 Common Units, which represent approximately 12.0% of the outstanding Common Units.
As the sole member of EMH and Gathering Holdings, ETRN may be deemed to beneficially own the 36,293,766 Common Units beneficially owned by EMH and the 266,176,708 Common Units beneficially owned by Gathering Holdings, which in the aggregate represent 100.0% of the outstanding Common Units.