EQT Corp — Director's Dealing 2017

Nov 15, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EQT Corp (EQT)
CIK: 0000033213
Period of Report: 2017-11-13

Reporting Person: Rice Daniel J. IV (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-11-13	Common Stock	A	125624	—	Acquired	125624	Direct
2017-11-13	Common Stock	A	307904	—	Acquired	433528	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-11-13	Deferred Compensation-Phantom Units	$	A	380	Acquired		Common Stock (380)	Direct

Footnotes

F1: On November 13, 2017, pursuant to the Agreement and Plan of Merger dated as of June 19, 2017 (the "Merger Agreement"), by and among Rice Energy Inc. ("Rice"), EQT Corporation (the "Company") and Eagle Merger Sub I, Inc. ("Merger Sub"), Merger Sub merged with and into Rice (the "Merger"), with Rice continuing as the surviving entity and as a wholly owned indirect subsidiary of the Company. Pursuant to the Merger Agreement, each share of Rice common stock issued and outstanding converted into the right to receive: (A) 0.37 shares of Company common stock, and (B) $5.30 in cash, without interest (the "Merger Exchange"). As a result of the Merger Exchange, the Reporting Person received the Company common stock reported on Table I in exchange for 339,524 shares of Rice common stock.

F2: Pursuant to the Merger Agreement, each outstanding award of performance stock units (each, a "Rice PSU") granted pursuant to Rice's 2014 Long-Term Incentive Plan (the "Rice LTIP") became vested and performance conditions in respect of such awards were deemed satisfied at the maximum performance level specified in the applicable Rice PSU award, and each outstanding award of restricted stock units (each, a "Rice RSU") granted pursuant to the Rice LTIP became vested. The Rice PSUs and Rice RSUs were converted into Rice common stock on a one-for-one basis upon the closing of the Merger and will be settled following the closing, subject to the effectiveness of the Reporting Person's release of claims in favor of the Company. At such time, the Reporting Person intends to file an amended Form 4 to reflect such effectiveness and the tax withholding associated with the shares reported on this Form 4.

F3: Each phantom unit is the economic equivalent of one share of common stock.

F4: Award represents compensation that is deferred until retirement.