EQT Corp — Director's Dealing 2015

Feb 19, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EQT Midstream Partners, LP (EQM)
CIK: 0001540947
Period of Report: 2015-02-17

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-17	Common Units	C	17339718	—	Acquired	21299670	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-02-17	Subordinated Units representing limited partner interests	$	C	17339718	Disposed		Common Units (17339718)	Indirect

Footnotes

F1: On February 17, 2015, pursuant to the terms of the First Amended and Restated Agreement of Limited Partnership of EQT Midstream Partners, LP (Partnership), as amended, the 17,339,718 subordinated units acquired by EQT Midstream Investments, LLC in the Partnership's initial public offering converted into common units of the Partnership on a one-for-one basis for no additional consideration, resulting in the acquisition of 17,339,718 common units of the Partnership. The subordinated units had no expiration date.

F2: 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). The securities of the Partnership are owned directly by Midstream Investments. EQT directly owns 100% of the outstanding membership interests of Investments Holdings. Investments Holdings is the sole stockholder of EQT Production. EQT Production directly owns 100% of the outstanding membership interests of Gathering Holdings.

F3: 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 securities of the Partnership owned directly by Midstream Investments.