Page 6 of 10 – SEC Filing
| Item 1. | SECURITY AND ISSUER |
This statement on Schedule 13D relates
to the shares (“Shares“) of common stock, no par value, of EQT Corporation, a Pennsylvania corporation (the “Issuer“).
The principal executive office of the Issuer is located at 625 Liberty Avenue, Suite 1700, Pittsburgh, Pennsylvania 15222.
| Item 2. | IDENTITY AND BACKGROUND. |
(a) This statement is filed by (i) JANA
Partners LLC, a Delaware limited liability company (“JANA“); (ii) Jonathan Z. Cohen (“Mr. J. Cohen“),
(iii) Daniel C. Herz (“Mr. Herz“) and (iv) Edward E. Cohen (“Mr. E. Cohen” and together with
JANA, Mr. J. Cohen and Mr. Herz, the “Reporting Persons“). JANA is a private money management firm which holds
Shares of the Issuer in various accounts under its management and control. The principal owner of JANA is Barry Rosenstein (“Mr.
Rosenstein” or the “Principal“).
(b) The principal business address of
JANA and the Principal is 767 Fifth Avenue, 8th Floor, New York, NY 10153. The address of Mr. J. Cohen is 712 Fifth Avenue, 11th
Floor, New York, NY 10019. The address of Mr. Herz is 712 Fifth Avenue, 11th Floor, New York, NY 10019. The address of Mr. E. Cohen
is 1845 Walnut Street, Suite 1000, Philadelphia, PA 19103.
(c) The principal business of JANA and
the Principal is investing for accounts under their management. The principal business of Mr. J. Cohen is to serve as the Chief
Executive Officer of HepCo Capital Management LLC, a private investment firm. The principal business of Mr. Herz is to serve as
the President of Atlas Energy Group, LLC, an energy management company focused on the development, management and growth of energy
enterprises (“Atlas“). The principal business of Mr. E. Cohen is to serve as the Chief Executive Officer of Atlas.
(d) None of the Reporting Persons or
the Principal has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) None of the Reporting Persons nor
the Principal has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to
such laws.
(f) JANA is a limited liability company
organized in Delaware. The Principal, Mr. J. Cohen, Mr. Herz and Mr. E. Cohen are each United States citizens.
| Item 3. | SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. |
The 10,117,000 Shares (including options to purchase
1,863,500 Shares) reported herein as beneficially owned by the Reporting Persons were acquired at an aggregate purchase price of
approximately $496.1 million.
The 10,000,000 Shares (including options to purchase
1,863,500 Shares) reported herein by JANA were acquired at an aggregate purchase price of approximately $489.8 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.
