EQT Corp — Director's Dealing 2013

Jul 24, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EQT Midstream Partners, LP (EQM)
CIK: 0001540947
Period of Report: 2013-07-22

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-07-22	Common Units	A	479184	—	Acquired	3443902	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 merger of a wholly-owned subsidiary of Investments Holdings with and into a subsidiary of the Issuer pursuant to that certain Agreement and Plan of Merger, by and among the Issuer, EQT Midstream Services, LLC (the "General Partner"), Equitrans, L.P., Investments Holdings and Sunrise Pipeline, LLC, dated July 15, 2013, the Issuer acquired certain midstream assets for aggregate consideration of approximately $540 million, consisting of (i) a $507.5 million cash payment, (ii) 479,184 common units of the Issuer issued to Midstream Investments and (iii) 267,942 general partner units of the Issuer issued to the General Partner.