EQT Corp — Director's Dealing 2015

May 11, 2015

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: EQT GP Holdings, LP (EQGP)
CIK: 0001632933
Period of Report: 2015-05-11

Reporting Person: EQT Corp (10% Owner)
Reporting Person: EQT Gathering Holdings, LLC (10% Owner)
Reporting Person: EQT Production Co (10% Owner)
Reporting Person: EQT Investments Holdings, LLC (10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Units representing limited partner interests	0	Indirect

Footnotes

F1: This Form 3 is being filed jointly by EQT Gathering Holdings, LLC ("Gathering Holdings"), EQT Production Company ("EQT Production"), EQT Investments Holdings, LLC ("Investments Holdings") and EQT Corporation ("EQT") in connection with the effectiveness of the Issuer's Registration Statement on Form S-1 (File No. 333-202053). EQT directly owns 100% of the outstanding membership interests of Investments Holdings. Investments Holdings directly owns 100% of the common stock of EQT Production. EQT Production directly owns 100% of the outstanding membership interests of Gathering Holdings. Gathering Holdings owns 100% of the common stock of EQT GP Corporation. EQT, Investments Holdings, EQT Production and Gathering Holdings may therefore be deemed to beneficially own securities of the Issuer owned directly by EQT GP Corporation and Gathering Holdings.

F2: As of May 11, 2015, Gathering Holdings owns a 99.9% limited partner interest in the Issuer and EQT GP Corporation owns a 0.1% limited partner interest in the Issuer.