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.

(Continued on following pages)

(Page 1 of 8 Pages)

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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. 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.

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 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.

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 9,773,178 Shares,
representing approximately 3.79% 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 over the 9,656,178 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 JANA since the filing of Amendment No. 7 is set forth in Exhibit O 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.
7.

(d) No person (other than the Reporting
Persons) is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale
of, the Shares.

(e) November 13, 2017.

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 14, 2017

EXHIBIT O

Transactions in Shares of the Issuer Since
the Filing of Amendment No. 7

The following table sets forth all transactions
in the Shares effected since the filing of Amendment No. 7 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.

* Transactions were effected for the purpose of rebalancing
the holdings of funds and accounts managed by JANA.