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EQT Corp Director's Dealing 2015

Mar 19, 2015

30112_dirs_2015-03-19_00610c1e-2831-476f-abfc-d2e7e8ed70c3.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EQT Midstream Partners, LP (EQM)
CIK: 0001540947
Period of Report: 2015-03-17

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

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2015-03-17 Common Units J 511973 Acquired 21811643 Indirect

Footnotes

F1: This Form 4 is being filed jointly by EQT Corporation (EQT), EQT Midstream Investments, LLC (Midstream Investments), EQT Investments Holdings, LLC (Investments Holdings), EQT Production Company (EQT Production), EQT Gathering Holdings, LLC (Gathering Holdings) and EQT Gathering, LLC (EQT Gathering) in connection with the sale of certain midstream assets by EQT to EQT Midstream Partners, LP (Issuer) effective March 17, 2015 pursuant to that certain Contribution and Sale Agreement dated March 10, 2015 by and among the Issuer, EQT Midstream Services, LLC (General Partner), EQM Gathering Opco, LLC, EQT Gathering, EQT Energy Supply Holdings, LP, EQT Energy, LLC, and EQT, in exchange for aggregate consideration of approximately $925.7 million, consisting of (i) an approximately $873.2 million cash payment, (ii) 511,973 common units of the Issuer issued to Midstream Investments and (iii) 178,816 general partner units of the Issuer issued to the General Partner.

F2: The common units of the Issuer are owned directly by Midstream Investments. EQT directly owns 100% of the outstanding membership interests of Investments Holdings. Investments Holdings owns 100% of the common stock of EQT Production. EQT Production directly owns 100% of the outstanding membership interests of Gathering Holdings. Gathering Holdings directly owns 100% of the outstanding membership interests of EQT Gathering. EQT Gathering directly owns 100% of the outstanding membership interests of Midstream Investments. EQT, Investments Holdings, EQT Production, Gathering Holdings and EQT Gathering may therefore be deemed to beneficially own common units of the Issuer owned directly by Midstream Investments.