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

This Amendment No. 1 (“Amendment No. 1“) 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“, and together with this Amendment No. 1, 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. 1 shall have the
meanings set forth in the Original Schedule 13D. This Amendment No. 1 amends Items 3, 4, 5(a), (b) and (c) 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 1,863,500 Shares) reported herein as beneficially owned by the Reporting Persons were acquired at an aggregate
purchase price of approximately $497.2 million.

The 10,017,129 Shares (including options
to purchase 1,863,500 Shares) reported herein by JANA were acquired at an aggregate purchase price of approximately
$490.9 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 July 5, 2017, JANA sent a letter to the Issuer,
attached hereto as Exhibit E 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 173,800,724 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.