Page 6 of 9 – SEC Filing
This Amendment No. 8 (“Amendment No. 8“) 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“), Amendment No. 2 filed with the SEC on July 31, 2017 (“Amendment No. 2“), Amendment No. 3 filed
with the SEC on August 14, 2017 (“Amendment No. 3“), Amendment No. 4 filed with the SEC on September 20, 2017
(“Amendment No. 4“), Amendment No. 5 filed with the SEC on October 2, 2017 (“Amendment No. 5“),
Amendment No. 6 filed with the SEC on October 24, 2017, (“Amendment No. 6“) and Amendment No. 7 filed with the
SEC on November 3, 2017 (“Amendment No. 7“, and together with the Original Schedule 13D, Amendment No. 1, Amendment
No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6 and this Amendment No. 8, 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. 8 shall have the
meanings set forth in the Schedule 13D. This Amendment No. 8 amends Items 3, 5 and 7 as set forth below. This is the final amendment
to the Schedule 13D and constitutes an “exit filing” for the Reporting Persons.
| 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 9,773,178 Shares reported herein as beneficially
owned by the Reporting Persons were acquired at an aggregate purchase price of approximately $564.8 million.
The 9,656,178 Shares reported herein by JANA
were acquired at an aggregate purchase price of approximately $558.1 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 5. | INTEREST IN SECURITIES OF THE COMPANY. |
Item 5 of the Schedule 13D is hereby
amended and restated in its entirety as follows:
(a) The aggregate percentage of Shares
reported to be beneficially owned by the Reporting Persons is based upon 258,176,660 Shares outstanding, which is the total of
173,832,392 Shares as of September 25, 2017 plus 227,957,481 shares of common stock of Rice Energy Inc. as of September
21, 2017 multiplied by 0.37, the exchange ratio for each share of common stock of Rice Energy Inc. for Shares, as reported
in the Issuer’s Prospectus filed with the SEC pursuant to Rule 424(b)(3) on October 12, 2017.
As of the close of business on the date
hereof, JANA may be deemed to beneficially own 9,606,178 Shares, representing approximately 3.74% of the Shares outstanding.
