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

Page 7 of 8 – SEC Filing

As of the close of business on the date
hereof, JANA may be deemed to beneficially own 10,017,129 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
and the Cooperation Agreement, JANA, each of the Potential Nominees 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 10,134,129 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 10,017,129 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 since the filing of the Original Schedule 13D is set forth in Exhibit F
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.

Item 7. MATERIAL TO BE FILED AS EXHIBITS.

Item 7 of the Schedule 13D is being amended
and supplemented by the addition of the following:

Exhibit E: Letter dated July 5, 2017 sent by JANA to the Issuer.
Exhibit F: Transactions in the Shares Since the Filing of the Original Schedule 13D.

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