Sec Form 4 Filing - FRITZ MARTIN A @ EQT Corp - 2012-12-31

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 FRITZ MARTIN A 2. Issuer Name and Ticker or Trading Symbol EQT Corp [ EQT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Vice President (Last) (First) (Middle) 625 LIBERTY AVENUE, SUITE 1700 3. Date of Earliest Transaction (MM/DD/YY) 12/31/2012 (Street) PITTSBURGH, PA15222 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 Stock 12/31/2012 M 14,466 A 87,009 D Common Stock ( 2 ) 12/31/2012 D 2,151 D $ 58.98 84,858 D Common Stock 12/31/2012 A 4,480 A 89,338 D Common Stock ( 4 ) 12/31/2012 F 7,028 D $ 58.98 82,310 D Common Stock 3,411 I Savings Plan

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 Restricted Stock Units ( 5 ) $ 0 12/31/2012 M 11,367 12/31/2012 12/31/2012 Common Stock 11,367 $ 0 0 D Restricted Stock Units ( 6 ) $ 0 12/31/2012 M 3,099 12/31/2012 12/31/2012 Common Stock 3,099 $ 0 0 D Option (Right to Buy) ( 7 ) $ 58.98 01/01/2013 A 9,600 01/01/2014 01/01/2023 Common Stock 9,600 $ 58.98 9,600 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other FRITZ MARTIN A 625 LIBERTY AVENUE SUITE 1700 PITTSBURGH, PA15222 Vice President Signatures /s/ Jonathan M. Lushko, Attorney-in-Fact 01/03/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents restricted stock units under the Company's 2010 Stock Incentive Award Program (2010 SIA) and 2011 Value Driver Award Program (2011 VDA). On December 31, 2012, awards under the 2010 SIA vested and were paid out in common stock and awards under the 2011 VDA vested and were paid out in cash. ( 2 )Represents cash settlement of 2011 VDA awards. ( 3 )On December 31, 2012, performance share units under the 2010 Executive Performance Incentive Program (2010 EPIP) vested and were paid out in common stock. ( 4 )The Company, consistent with its practice, withheld shares to satisfy the tax liability associated with the vesting and payout of awards under the 2010 SIA, 2011 VDA and 2010 EPIP. ( 5 )Each Restricted Stock Unit was a confirmed performance award under the Company's 2010 SIA program representing the contingent right to receive one share of Company common stock. On December 31, 2012, the Restricted Stock Units vested and were paid out in common stock. ( 6 )Each Restricted Stock Unit was a confirmed performance award under the Company's 2011 VDA program representing the contingent right to receive one share of Company common stock. On December 31, 2012, the restricted stock units vested and were paid out in cash. ( 7 )50% of the award is exercisable on the date listed in the "Date Exercisable" column. The remaining 50% is exercisable on the first anniversary of such date listed.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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