13D Filing: JANA Partners and EQT Corporation (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 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.

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 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.

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.

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

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 5, 2017