Sec Form 4 Filing - Smith Jimmi Sue @ EQT Corp - 2017-02-09

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 Smith Jimmi Sue 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) Chief Accounting Officer (Last) (First) (Middle) 625 LIBERTY AVENUE, SUITE 1700 3. Date of Earliest Transaction (MM/DD/YY) 02/09/2017 (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 02/09/2017 M 936 A $ 0 ( 1 ) 1,687 D Common Stock ( 2 ) 02/09/2017 F 295 D $ 63.75 1,392 D

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 ( 3 ) 02/09/2017 M 936 02/09/2017 02/09/2017 Common Stock 936 $ 0 0 D Restricted Stock Units ( 4 ) 02/09/2017 A 1,430 ( 5 ) ( 5 ) Common Stock 1,430 $ 0 1,430 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Smith Jimmi Sue 625 LIBERTY AVENUE, SUITE 1700 PITTSBURGH, PA15222 Chief Accounting Officer Signatures /s/ Jonathan M. Lushko, Attorney-in-Fact for Jimmi Sue Smith 02/13/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On February 9, 2017, 936 performance awards under the Company's 2015 Value Driver Award Program (2015 VDA) vested and were paid out in common stock. ( 2 )The Company, consistent with its practice, withheld shares to satisfy the tax liability associated with the vesting and payout of awards under the 2015 VDA. ( 3 )Each Restricted Stock Unit was a confirmed performance award under the 2015 VDA representing the contingent right to receive one share of Company common stock. On February 9, 2017, the Restricted Stock Units vested and were paid out in common stock. ( 4 )Each Restricted Stock Unit is a confirmed performance award under the Company's 2016 Value Driver Award Program and represents a contingent right to receive in cash the economic equivalent of one share of Company common stock. ( 5 )The Restricted Stock Units will vest and be paid out in cash during the first quarter of 2018 provided that the recipient is employed by the Company on the date that the payment is made.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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