Page 6 of 8 – SEC Filing
This Amendment No. 3 (“Amendment No.3“) 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 Amendment No. 2 filed with the SEC on July 31, 2017 (“Amendment No. 2“, and together with
the Original Schedule 13D, Amendment No. 1 and this Amendment No. 3, 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. 3 shall have the meanings set forth in the Schedule
13D. This Amendment No. 3 amends Items 3, 4, 5(a), (b) and (c), 6 and 7 as set forth below.
| Item 3. | SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. |
The two first paragraphs of Item 3 of
the Schedule 13D are hereby amended and restated in their entirety as follows:
The 10,134,129 Shares (including options to
purchase 1,476,000 Shares) reported herein as beneficially owned by the Reporting Persons were acquired at an aggregate purchase
price of approximately $515.9 million.
The 10,017,129 Shares (including options to
purchase 1,476,000 Shares) reported herein by JANA were acquired at an aggregate purchase price of approximately $509.2 million.
Such Shares were acquired with investment funds in accounts managed by JANA and margin borrowings described in the following sentence.
Such Shares are held by the investment funds managed by JANA in commingled margin accounts, which may extend margin credit to JANA
from time to time, subject to applicable federal margin regulations, stock exchange rules and credit policies. In such instances,
the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the account.
The margin accounts bear interest at a rate based upon the broker’s call rate from time to time in effect. Because other securities
are held in the margin accounts, it is not possible to determine the amounts, if any, of margin used to purchase the Shares reported
herein.
| Item 4. | PURPOSE OF TRANSACTION. |
Item 4 of the Schedule 13D is hereby amended
and supplemented by the addition of the following:
On August 14, 2017, JANA sent a letter to the
Issuer attached hereto as Exhibit H and incorporated herein by reference.
| Item 5. | INTEREST IN SECURITIES OF THE COMPANY. |
Paragraphs (a), (b) and (c) of Item 5
of the Schedule 13D are hereby amended and restated in their entirety as follows:
(a) The aggregate percentage of Shares
reported to be beneficially owned by the Reporting Persons is based upon 173,327,000 Shares outstanding, which is the total number
of Shares outstanding as of June 30, 2017, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period
ended June 30, 2017, filed with the SEC on July 27, 2017.
