EQT Corp — Director's Dealing 2012

Jul 5, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EQT Midstream Partners, LP (EQM)
CIK: 0001540947
Period of Report: 2012-07-02

Reporting Person: EQT Corp (10% Owner)
Reporting Person: EQT Midstream Investments, LLC (10% Owner)
Reporting Person: EQT Investments Holdings, LLC (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-07-02	Common Units	J	2964718	—	Acquired	2964718	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-07-02	Subordinated Units representing limited partner interests	$0	J	17339718	Acquired		Common Units (17339718)	Indirect

Footnotes

F1: This Form 4 is being filed jointly by EQT Midstream Investments, LLC ("Midstream Investments"), EQT Investments Holdings, LLC ("Investments Holdings") and EQT Corporation ("EQT" and together with Midstream Investments and Investments Holdings, the "Reporting Persons"). The securities of the Issuer are owned directly by Midstream Investments. EQT directly owns 100% of the outstanding membership interests of Investments Holdings. Investments Holdings directly owns 100% of the outstanding membership interests of Midstream Investments. EQT and Investments Holdings may therefore be deemed to beneficially own securities of the Issuer owned directly by Midstream Investments.

F2: In connection with the closing of the initial public offering of the Issuer's Common Units, pursuant to that certain Contribution, Conveyance and Assumption Agreement, by and among the Reporting Persons, the Issuer and the other parties thereto, dated July 2, 2012, Midstream Investments contributed certain assets to the Issuer and received in exchange 2,964,718 common units representing limited partner interests in the Issuer ("Common Units") and 17,339,718 subordinated units representing limited partner interests in the Issuer ("Subordinated Units").

F3: The Subordinated Units have no expiration date and will convert into Common Units on a one-for-one basis at the end of the subordination period described in the Issuer's Prospectus (File No. 333-179487) filed with the Securities and Exchange Commission on June 27, 2012.