13D Filing: JANA Partners and EQT Corp (EQT)

This Amendment No. 2 (“Amendment No. 2“) amends
and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the “SEC“) on
July 3, 2017 (the “Original Schedule 13D“), as amended by Amendment No.1 filed with the SEC on July 5, 2017 (“Amendment
No. 1“, and together with the Original Schedule 13D and this Amendment No. 2, the “Schedule 13D“) with
respect to the shares (“Shares“) of common stock, no par value, of EQT Corporation, a Pennsylvania corporation
(the “Issuer“). Capitalized terms used herein and not otherwise defined in this Amendment No. 2 shall have the
meanings set forth in the Schedule 13D. This Amendment No. 2 amends Items 4,
5(c) and 7 as set forth below.

Item 4 of the Schedule 13D is hereby amended
and supplemented by the addition of the following:

On July 31, 2017, JANA sent a letter to the
Issuer attached hereto as Exhibit G and incorporated herein by reference.

Paragraph (c) of Item 5 of the Schedule
13D is hereby amended and restated in its entirety as follows:

(c) There have been no transactions in the Shares
effected by any of the Reporting Persons since the filing of Amendment No. 1.

Item 7 of the Schedule 13D is being amended
and supplemented by the addition of the following: