FORM 4 [X] 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 OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Burke Kenneth Michael
2. Issuer Name and Ticker or Trading Symbol

EQM Midstream Partners, LP [ EQM ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    _____ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

2200 ENERGY DRIVE
3. Date of Earliest Transaction (MM/DD/YYYY)

6/17/2020
(Street)

CANONSBURG, PA 15317
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Deferred Compensation - Phantom Units (1) (2)(3)6/17/2020  D     6377   (2)(3) (2)(3)Common Units 6377  (2)(3)0 D  

Explanation of Responses:
(1) Each Phantom Unit is the economic equivalent of one Common Unit (as defined below).
(2) Pursuant to that certain Agreement and Plan of Merger, dated February 26, 2020, by and between the Issuer, Equitrans Midstream Corporation ("ETRN"), EQGP Services, LLC, EQM LP Corporation, and LS Merger Sub, LLC, ETRN acquired all of the outstanding common units representing limited partner interests in the Issuer (the "Common Units") that ETRN and its subsidiaries do not already own. Upon consummation of the merger, each outstanding Common Unit, other than Common Units owned by ETRN or its subsidiaries, was converted into the right to receive 2.44 shares of ETRN common stock, no par value, and all fractional shares of ETRN common stock to which a holder of Common Units otherwise would have been entitled was aggregated and the resulting fractional shares were rounded up to the nearest whole share of ETRN common stock (collectively, the "Merger Consideration").
(3) As of the effective time of the merger, each Phantom Unit vested in full and automatically converted into the right to receive, with respect to each Common Unit subject thereto, the Merger Consideration.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Burke Kenneth Michael
2200 ENERGY DRIVE
CANONSBURG, PA 15317
X



Signatures
/s/ Tobin M. Nelson, Attorney-in-Fact for Kenneth M. Burke6/17/2020
**Signature of Reporting PersonDate

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