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

If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f)
or 13d-1(g), check the following box. [ ]

NOTE: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

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The information required on the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or
otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).

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.

(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.

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.

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.

Mr. J. Cohen used a total of approximately $4.3
million in the aggregate to acquire the 75,000 Shares reported herein as beneficially owned by him.

Mr. Herz used a total of approximately $400
thousand in the aggregate to acquire the 7,000 Shares reported herein as beneficially owned by her.

Mr. E. Cohen used a total of approximately $2.0
million in the aggregate to acquire the 35,000 Shares reported herein as beneficially owned by him.

Funds for the purchase of the Shares reported
herein as beneficially owned by each of the foregoing individuals were derived from the respective personal funds of each such
individual.

The Reporting Persons acquired the Shares because
they believe the Shares are undervalued and represent an attractive investment opportunity. JANA has substantial experience analyzing
and investing in the energy sector, and the other Reporting Persons collectively possess significant operational and financial
expertise, including experience creating significant shareholder value in a company with a comparable structure, set of assets,
and geography to the Issuer. JANA, with the assistance of the other Reporting Persons, intends to have discussions with Issuer’s
shareholders, board of directors, management, and other interested parties regarding i) voting against shareholder approval of
the acquisition of Rice Energy, ii) pursuing an immediate breakup of the Issuer into a separately traded E&P business and midstream
business to realize the Issuer’s full value and potential strategic value, iii) optimizing capital allocation, and iv) board
structure and composition. JANA is also prepared, if necessary, to nominate individuals for election to the Issuer’s board of directors
and to participate in the solicitation of proxies in support of such individuals, and has signed Nomination Agreements with the
Reporting Persons named in Item 6.

JANA, potentially with the assistance of the
other Reporting Persons, may also take other steps to increase shareholder value as well as pursue other plans or proposals that
relate to or would result in any of the matters set forth in subparagraphs (a)-(j) of Item 4 of Schedule 13D, excluding (i) acquiring
a control stake in the Issuer’s Shares, or grouping with any other party or parties to do so, (ii) engaging in an extraordinary
transaction, such as a merger, with the Issuer, or acquiring a material amount of the Issuer’s assets, or grouping with any other
party or parties to do either, or (iii) seeking to exert negative control over the important corporate actions of the Issuer, or
grouping with any other party or parties to do so, although the Reporting Persons may seek to influence such actions through customary
means including presenting its views for consideration to the Issuer, shareholders and other interested parties, privately or publicly,
and, if necessary, through the exercise of its shareholder rights including the right to propose new directors for the Issuer’s
board of directors.

Depending on various factors including, without
limitation, the Issuer’s financial position and strategic direction, the outcome of the discussions and actions referenced above,
actions taken by the Issuer’s board of directors, price levels of the Shares, other investment opportunities available to the Reporting
Persons, conditions in the securities market and general economic and industry conditions, the Reporting Persons may in the future
take such actions with respect to their investment position in the Issuer as they deem appropriate including, without limitation,
purchasing additional Shares or selling some or all of their Shares, and/or engaging in short selling of or hedging or similar
transactions with respect to the Shares.

(a) The aggregate percentage of Shares
reported to be beneficially owned by the Reporting Persons is based upon 173,800,724 Shares outstanding, which is the total number
of Shares outstanding as of June 16, 2017, as reported in the Agreement and Plan of Merger among the Issuer, Eagle Merger Sub I,
Inc. and Rice Energy Inc. dated as of June 19, 2017 attached as Exhibit 2.1 to the Issuer’s Current Report on Form 8-K, filed with
the Securities and Exchange Commission on June 19, 2017.

As of the close of business on the date
hereof, JANA may be deemed to beneficially own 10,000,000 Shares (including options to purchase 1,863,500 Shares), representing
approximately 5.8% of the Shares outstanding.

As of the close of business on the date
hereof, Mr. J. Cohen may be deemed to beneficially own 75,000 Shares, representing less than 0.1% of the Shares outstanding.

As of the close of business on the date
hereof, Mr. Herz may be deemed to beneficially own 7,000 Shares, representing less than 0.1% of the Shares outstanding.

As of the close of business on the date
hereof, Mr. E. Cohen may be deemed to beneficially own 35,000 Shares, representing less than 0.1% of the Shares outstanding.

By virtue of the Nominee Agreements (as
defined in Item 6 below) and the Cooperation Agreement (as defined in Item 6 below), JANA, each of the Potential Nominees (as defined
in Item 6 below) and Mr. E. Cohen may be deemed to have formed a “group” within the meaning of Section 13(d)(3) of the
Exchange Act and may be deemed to beneficially own an aggregate of 10,117,000 Shares (including options to purchase 1,863,500 Shares),
representing approximately 5.8% of the outstanding Shares. Each Potential Nominee expressly disclaims beneficial ownership of the
Shares beneficially owned by JANA, each other Potential Nominee and Mr. E. Cohen. JANA expressly disclaims beneficial ownership
of the Shares beneficially owned by each Potential Nominee and Mr. E. Cohen. Mr. E. Cohen expressly disclaims beneficial ownership
of the Shares beneficially owned by JANA and each Potential Nominee.

(b) JANA has sole voting and dispositive
power 10,000,000 Shares (including options to purchase 1,863,500 Shares), which power is exercised by the Principal. Mr. J. Cohen
has sole voting and dispositive power over the 75,000 Shares beneficially owned by him. Mr. Herz has sole voting and dispositive
power over the 7,000 Shares beneficially owned by him. Mr. E. Cohen has sole voting and dispositive power over the 35,000 Shares
beneficially owned by him.

(c) Information concerning transactions
in the Shares effected by the Reporting Persons during the past sixty days is set forth in Exhibit A hereto and is incorporated
herein by reference. All of the transactions in Shares listed hereto were effected in the open market through various brokerage
entities.

(d) No person (other than the Reporting
Persons) is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale
of, the Shares.

(e) Not applicable.

Each of Mr. J. Cohen and Mr. Herz (each,
the “Potential Nominee“) have entered into a nominee agreement (the “Nominee Agreement“) with
JANA substantially in the form attached as Exhibit B to this Schedule 13D whereby each Potential Nominee agreed to become
a member of a slate of nominees (the “Slate“) and stand for election as a director of the Issuer in connection
with a proxy solicitation (the “Proxy Solicitation“) which may be conducted by JANA in respect of the 2018 annual
meeting of stockholders of the Issuer (the “2018 Annual Meeting“). Pursuant to each Nominee Agreement, JANA has
agreed to pay the costs of soliciting proxies in connection with the 2018 Annual Meeting, and to defend and indemnify each Potential
Nominee against, and with respect to, any losses that may be incurred by them in the event they become a party to litigation based
on their nomination as a candidate for election to the Issuer’s board and the solicitation of proxies in support of their election.
Each Potential Nominee received compensation under the Nominee Agreement in the amount of $75,000, and an additional $180,000 in
the event of his or her appointment or election. Each Potential Nominee agreed to hold Shares with a market-value equal to $255,000
(adjusted for taxes) as of the date of his or her appointment, subject to certain exceptions until the later of when such Potential
Nominee is no longer a director of the Issuer and three years. A copy of the form of the Nominee Agreement is attached as Exhibit
B and is incorporated by reference herein.

JANA also entered into a Cooperation
Agreement with Mr. E. Cohen substantially in the form attached as Exhibit C to this Schedule 13D whereby Mr. E. Cohen has
agreed to comply with certain confidentiality obligations and trading restrictions. A copy of the form of the Cooperation Agreement
is attached as Exhibit C and is incorporated by reference herein.

JANA beneficially owns 18,635
call options for 1,863,500 Shares with strike prices ranging from $45 – $47.5. The call options have expiration dates ranging
from August 4, 2017 to August 31, 2017.

Except as otherwise set forth herein
and the joint filing agreement attached hereto as Exhibit E, the Reporting Persons have no contracts, arrangements, understandings
or relationships with any person with respect to the securities of the Issuer.

SIGNATURES

After reasonable inquiry and to
the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.

Dated: July 3, 2017