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 Amendment No. 7 (“Amendment No. 7“)
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“) and Amendment No. 6 filed with the SEC on October
24, 2017, (“Amendment No. 6“, and together with the Original Schedule 13D, Amendment No. 1, Amendment No. 2,
Amendment No. 3, Amendment No. 4, Amendment No. 5 and this Amendment No. 7, 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. 7 shall have the
meanings set forth in the Schedule 13D. This Amendment No. 7 amends Items 4, 5(c) and 7 as set forth below.

Item 4 of the Schedule 13D is hereby amended
by the addition of the following:

The Reporting Persons initially invested in
the Issuer because they believe that the Issuer trades at a substantial discount to its intrinsic value and has a ready opportunity
to unleash this value potential by immediately separating its E&P and midstream businesses into two separate companies. Following
the Reporting Persons’ initial investment, the Issuer entered into an agreement to acquire Rice Energy Inc. (“Rice“).
Since then, the Reporting Persons have urged the Issuer to commit to addressing its substantial sum of the parts discount through
a separation rather than focusing on a Rice acquisition, which the Reporting Persons believe would create far less value even if
successful than a separation. JANA has also filed and distributed proxy materials in opposition to the proposed Rice acquisition.

In response to the Reporting Persons’ concerns
and the concerns of other shareholders regarding addressing the Issuer’s undervaluation, the Issuer has taken a number of steps
to assure shareholders that it will act promptly to address its sum of the parts discount and that shareholders will have the opportunity
to have meaningful input into this decision, by announcing the following changes: accelerating the timing of addressing the company’s
sum-of-the-parts discount, delaying the deadline for shareholder nominations so that shareholders can hold the Issuer’s board accountable
if they are unhappy with the board’s decision, and agreeing not to take any action before the Issuer’s next annual meeting that
would preclude or interfere with a separation of the businesses. In addition, the Issuer has committed to revising its management
incentive compensation policy so that management is not rewarded simply by virtue of the Issuer acquiring Rice. As a result, while
the Reporting Persons still intend to vote against the acquisition of Rice, JANA has decided to withdraw its proxy materials filed
in opposition to the Rice acquisition. The Reporting Persons may still pursue change on the Issuer’s board depending upon various
factors, including the outcome of the Issuer’s board’s review of means by which to address the Issuer’s sum of the parts discount.

Paragraph (c) of Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

(c) Information concerning
transactions in the Shares effected by JANA since the filing of Amendment No. 6 is set forth in Exhibit N hereto and is incorporated
herein by reference. The other Reporting Persons did not effect any transactions in the Shares since the filing of Amendment
No. 6.

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: November 3, 2017

EXHIBIT N

Transactions in Shares of the Issuer Since
the Filing of Amendment No. 6

The following table sets forth all transactions
in the Shares effected since the filing of Amendment No. 6 by the Reporting Persons. Except as otherwise noted, all such transactions
were effected in the open market through brokers and the price per share is net of commissions.

JANA