EQT Corp — Director's Dealing 2015

May 14, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EQT Corp (EQT)
CIK: 0000033213
Period of Report: 2015-05-12

Reporting Person: GARDNER LEWIS B (General Counsel & VP)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-05-12	Common Stock	D	5564	$89.87	Disposed	12569	Direct
2015-05-13	Common Stock	M	13700	$54.79	Acquired	26269	Direct
2015-05-13	Common Stock	F	10826	$89.70	Disposed	15443	Direct
2015-05-13	Common Stock	S	2874	$89.66	Disposed	12569	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-05-13	Option (Right to Buy)	$54.79	M	13700	Disposed	2022-01-01	Common Stock (13700)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	10703	Indirect

Footnotes

F1: Mr. Gardner intends to use the net proceeds from this transaction to acquire common units representing limited partner interests in EQT GP Holdings, LP (EQGP), a limited partnership formed by EQT Corporation to own EQT Corporation's partnership interests in EQT Midstream Partners, LP.

F2: On May 13, 2015, Mr. Gardner exercised 13,700 previously reported stock options. EQT Corporation, consistent with its practice, withheld 10,826 shares to satisfy the tax liability and exercise price associated with these options.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $89.64 to $89.66, inclusive. The reporting person undertakes to provide EQT Corporation, any security holder of EQT Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote to this Form 4.

F4: January 1, 2012 was the grant date of the options. The options vested in two tranches with 50% vesting on January 1, 2013 and 50% vesting on January 1, 2014.