Sec Form 4 Filing - EQT Corp @ EQT GP Holdings, LP - 2018-05-22

FORM 4 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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person EQT Corp 2. Issuer Name and Ticker or Trading Symbol EQT GP Holdings, LP [ EQGP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 625 LIBERTY AVENUE, SUITE 1700 3. Date of Earliest Transaction (MM/DD/YY) 05/22/2018 (Street) PITTSBURGH, PA15222 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction 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 Common Units representing limited partner interests 05/22/2018 J 36,293,766 A 276,008,766 I See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (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) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other EQT Corp 625 LIBERTY AVENUE SUITE 1700 PITTSBURGH, PA15222 X EQT Gathering Holdings, LLC 625 LIBERTY AVENUE, SUITE 1700 PITTSBURGH, PA15222 X EQT Investments Holdings, LLC 101 CONVENTION CENTER DRIVE, SUITE 850 LAS VEGAS, NV89109 X EQT Production Co 625 LIBERTY AVENUE, SUITE 1700 PITTSBURGH, PA15222 X Rice Midstream GP Holdings LP 625 LIBERTY AVENUE, SUITE 1700 PITTSBURGH, PA15222 X EQT RE, LLC 625 LIBERTY AVENUE SUITE 170 PITTSBURGH, PA15222 X Rice Energy Operating LLC 625 LIBERTY AVENUE, SUITE 1700 PITTSBURGH, PA15222 X Rice Midstream Holdings LLC 625 LIBERTY AVENUE, SUITE 1700 PITTSBURGH, PA15222 X Rice Midstream GP Management LLC 625 LIBERTY AVENUE, SUITE 1700 PITTSBURGH, PA15222 X Signatures /s/ Robert J. McNally Senior Vice President and Chief Financial Officer of EQT Corporation 05/22/2018 Signature of Reporting Person Date /s/ Joshua C. Miller Vice President of EQT Investments Holdings, LLC 05/22/2018 Signature of Reporting Person Date /s/ David E. Schlosser, Jr. President of EQT Production Company 05/22/2018 Signature of Reporting Person Date /s/ Jeremiah J. Ashcroft III President of EQT Gathering Holdings, LLC 05/22/2018 Signature of Reporting Person Date /s/ David E. Schlosser, Jr. President of EQT RE, LLC 05/22/2018 Signature of Reporting Person Date /s/ David E. Schlosser, Jr. President of Rice Energy Operating LLC 05/22/2018 Signature of Reporting Person Date /s/ Jeremiah J. Ashcroft III President of Rice Midstream Holdings LLC 05/22/2018 Signature of Reporting Person Date /s/ Jeremiah J. Ashcroft III President of Rice Midstream GP Management LLC 05/22/2018 Signature of Reporting Person Date /s/ Jeremiah J. Ashcroft III President of Rice Midstream GP Management LLC, as general partner of Rice Midstream GP Holdings LP 05/22/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )As previously disclosed by EQT GP Holdings, LP (EQGP or the Issuer), on April 25, 2018, EQT Corporation, a Pennsylvania corporation (EQT), Rice Midstream GP Holdings LP, a Delaware limited partnership and wholly owned subsidiary of EQT (RMGH), and EQGP entered into an Incentive Distribution Rights Purchase and Sale Agreement (the RMP IDR Purchase Agreement) pursuant to which, subject to the terms and conditions thereof, EQGP agreed to acquire all of the issued and outstanding RMP incentive distribution rights from RMGH in exchange for 36,293,766 common units representing limited partner interests in EQGP (Common Units) (the IDR Transaction). On May 22, 2018, the parties to the RMP IDR Purchase Agreement completed the IDR Transaction. This Form 4 is being filed to report the acquisition of such Common Units by certain of the Reporting Persons (as defined below). ( 2 )This Form 4 is jointly filed by: (i) EQT; (ii) EQT Investments Holdings, LLC, a Delaware limited liability company (Investments Holdings); (iii) EQT Production Company, a Pennsylvania corporation (EPC); (iv) EQT Gathering Holdings, LLC, a Delaware limited liability company (Gathering Holdings); (v) EQT RE, LLC, a Delaware limited liability company (EQT RE); (vi) Rice Energy Operating LLC, a Delaware limited liability company (REO); (vii) Rice Midstream Holdings LLC, a Delaware limited liability company (Rice Midstream Holdings); (viii) Rice Midstream GP Management LLC, a Delaware limited liability company (GP Management); and (ix) RMGH (EQT, Investments Holdings, EPC, Gathering Holdings, EQT RE, REO, Rice Midstream Holdings, GP Management and RMGH are collectively referred to as the Reporting Persons). ( 3 )Gathering Holdings is a limited partner of the Issuer holding approximately 79.2% of the outstanding Common Units, and is the sole stockholder of EQT GP Corporation, a Delaware corporation and limited partner of the Issuer holding approximately 0.1% of the outstanding Common Units (GP Corporation). Gathering Holdings is also the sole member of EQT GP Services, LLC, a Delaware limited liability company and the general partner of the Issuer (the General Partner). EPC is the sole member of Gathering Holdings. Investments Holdings is the sole stockholder of EPC. EQT is a publicly traded company and the sole member of Investments Holdings. RMGH is managed by GP Management, its general partner, and has no directors or executive officers. GP Management, Rice Midstream Holdings, REO, EQT RE, Gathering Holdings and Investments Holdings are manager-managed limited liability companies and direct or indirect wholly owned subsidiaries of EQT. ( 4 )As of May 22, 2018, the number of Common Units issued and outstanding is 302,458,766. The following is a summary of the beneficial ownership of Common Units of each Reporting Person: (a) Gathering Holdings is the record and beneficial owner of 239,449,000 Common Units, which represent approximately 79.2% of the outstanding Common Units, and, through its sole ownership of GP Corporation, Gathering Holdings beneficially owns an additional 266,000 Common Units, which represent approximately 0.1% of the outstanding Common Units; (b) RMGH is the record and beneficial owner of 36,293,766 Common Units, which represent approximately 12.0% of the outstanding Common Units; (c) GP Management does not directly own any Common Units; however, as the general partner of RMGH, it may be deemed to beneficially own the 36,293,766 Common Units beneficially owned by RMGH, which represent approximately 12.0% of the outstanding Common Units; (sentence continues in next footnote) ( 5 )(continued from footnote 4) (d) Rice Midstream Holdings does not directly own any Common Units; however, as the sole member of GP Management and direct or indirect owner of 100% of the limited partner interests in RMGH, it may be deemed to beneficially own the 36,293,766 Common Units beneficially owned by RMGH, which represent approximately 12.0% of the outstanding Common Units; (e) REO does not directly own any Common Units; however, as the direct or indirect owner of Rice Midstream Holdings, GP Management and RMGH, it may be deemed to beneficially own the 36,293,766 Common Units beneficially owned by RMGH, which represent approximately 12.0% of the outstanding Common Units; (f) EQT RE does not directly own any Common Units of the Issuer; however, as the direct or indirect owner of REO, Rice Midstream Holdings, GP Management and RMGH, it may be deemed to beneficially own the 36,293,766 Common Units beneficially owned by RMGH, (sentence continues in next footnote) ( 6 )(continued from footnote 5) which represent approximately 12.0% of the outstanding Common Units; (g) EPC does not directly own any Common Units; however, as the sole member of Gathering Holdings and EQT RE and indirect owner of REO, Rice Midstream Holdings, GP Management and RMGH, it may be deemed to beneficially own the 239,715,000 Common Units beneficially owned by Gathering Holdings and the 36,293,766 Common Units beneficially owned by RMGH, which represent in the aggregate approximately 91.3% of the outstanding Common Units; (h) Investments Holdings does not directly own any Common Units; however, as the sole shareholder of EPC and indirect owner of Gathering Holdings, EQT RE, REO, Rice Midstream Holdings, GP Management and RMGH, it may be deemed to beneficially own the 239,715,000 Common Units beneficially owned by Gathering Holdings and the 36,293,766 Common Units beneficially owned by RMGH, (sentence continues in next footnote) ( 7 )(continued from footnote 6) which represent in the aggregate approximately 91.3% of the outstanding Common Units; and (i) EQT does not directly own any Common Units of the Issuer; however, as the sole member of Investments Holdings and indirect owner of EPC, Gathering Holdings, EQT RE, REO, Rice Midstream Holdings, GP Management and RMGH, it may be deemed to beneficially own the 239,715,000 Common Units beneficially owned by Gathering Holdings and the 36,293,766 Common Units beneficially owned by RMGH, which represent in the aggregate approximately 91.3% of the outstanding Common Units.

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