EQGP / EQT GP Holdings LP - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

EQM / EQT Midstream Partners LP / EQT GP Holdings, LP - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) Under the Securities Exchange Act of 1934 Amendment No. 3 EQM Midstream Partners, LP (Name of Issuer) Common Units Representing Limited Partner Interests (Title of Class of Securities) 26885B 100 (CUSIP Number) Kirk R. Oliver 625 Liberty Avenue, Suite 2000 Pittsburgh, Pennsylvania 15222 Telephone: (

EQGP / EQT GP Holdings LP / Eqm Midstream Partners, Lp - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) Under the Securities Exchange Act of 1934 EQGP Holdings, LP (Name of Issuer) Limited Partner Interests (Title of Class of Securities) 26885J 103 (CUSIP Number) Kirk R. Oliver 625 Liberty Avenue, Suite 2000 Pittsburgh, Pennsylvania 15222 Telephone: (412) 395-2688 (Name, Address and Telephone Number o

EQM / EQT Midstream Partners LP / EQT GP Holdings, LP - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) Under the Securities Exchange Act of 1934 Amendment No. 2 EQM Midstream Partners, LP (Name of Issuer) Common Units Representing Limited Partner Interests (Title of Class of Securities) 26885B 100 (CUSIP Number) Kirk R. Oliver 625 Liberty Avenue, Suite 2000 Pittsburgh, Pennsylvania 15222 Telephone: (

EQGP / EQT GP Holdings LP / EQT Gathering Holdings, LLC - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) Under the Securities Exchange Act of 1934 Amendment No. 4 EQGP Holdings, LP (Name of Issuer) Common Units Representing Limited Partner Interests (Title of Class of Securities) 26885J 103 (CUSIP Number) Kirk R. Oliver 625 Liberty Avenue, Suite 2000 Pittsburgh, Pennsylvania 15222 Telephone: (412) 395-

EQGP / EQT GP Holdings LP 15-12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-37380 EQGP Holdings, LP (Exact name of registrant as specified in its ch

EQGP / EQT GP Holdings LP S-8 POS

Registration No. 333-204193 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to Form S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 EQGP Holdings, LP (Exact name of registrant as specified in its charter) Delaware 30-0855134 (State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.) 625 Liberty

EQGP / EQT GP Holdings LP POSASR

Registration No. 333-211738 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to Form S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 EQGP Holdings, LP (Exact name of registrant as specified in its charter) Delaware 30-0855134 (State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.) 625 Liberty

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): January 10, 2019 EQGP Holdings, LP (Exact name of registrant as specified in its charter) Delaware 001-37380 30-0855134 (State or Other Jurisdiction of Incorporation or Organization)

EQGP / EQT GP Holdings LP 15-12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 25 NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-37380 Issuer: EQGP Holdings, LP Exchange: New York Stock Exchange LLC (Exact name of Issuer as specified in its charter, and name of Exchange where security is listed and/or re

EQGP / EQT GP Holdings LP / Equitrans Midstream Corp - SC 13E3/A

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 3 to SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 EQGP Holdings, LP (Name of Issuer) Equitrans Midstream Corporation (Name of Person Filing Statement) Common Units representing limited partner interests (Title of Class of Securities) 26885J103 (CUSIP Numbers of Clas

EQGP / EQT GP Holdings LP / Equitrans Midstream Corp - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) Under the Securities Exchange Act of 1934 Amendment No. 3 EQGP Holdings, LP (Name of Issuer) Common Units Representing Limited Partner Interests (Title of Class of Securities) 26885J 103 (CUSIP Number) Kirk R. Oliver 625 Liberty Avenue, Suite 2000 Pittsburgh, Pennsylvania 15222 Telephone: (412) 395-

EQGP / EQT GP Holdings LP / EQT Gathering Holdings, LLC - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) Under the Securities Exchange Act of 1934 Amendment No. 2 EQGP Holdings, LP (Name of Issuer) Common Units Representing Limited Partner Interests (Title of Class of Securities) 26885J 103 (CUSIP Number) Kirk R. Oliver 625 Liberty Avenue, Suite 2000 Pittsburgh, Pennsylvania 15222 Telephone: (412) 395-

EQGP / EQT GP Holdings LP / Equitrans Midstream Corp - SC 13E3/A

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 2 to SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 EQGP Holdings, LP (Name of Issuer) Equitrans Midstream Corporation (Name of Person Filing Statement) Common Units representing limited partner interests (Title of Class of Securities) 26885J103 (CUSIP Numbers of Clas

Regulation FD Disclosure, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): December 31, 2018 EQGP Holdings, LP (Exact name of registrant as specified in its charter) Delaware 001-37380 30-0855134 (State or Other Jurisdiction of Incorporation or Organization)

Disclosure Statement

Use these links to rapidly review the document TABLE OF CONTENTS Exhibit 99(a)(3) Disclosure Statement This Disclosure Statement is being furnished to you by Equitrans Midstream Corporation, a Pennsylvania corporation (ETRN), in connection with the execution of (a) a Unit Purchase Agreement, dated November 29, 2018, among ETRN and funds managed by Neuberger Berman Investment Adviser LP (Neuberger Berman), whereby ETRN will acquire 5,200,000 common units representing limited partner interests (EQGP Common Units) in EQGP Holdings, LP, a Delaware limited partnership (EQGP), from Neuberger Berman for $20.

EQGP / EQT GP Holdings LP / Equitrans Midstream Corp - SC 13E3/A

QuickLinks - Click here to rapidly navigate through this document SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

8-K 1 a18-4019428k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): November 30, 2018 (November 29, 2018) EQGP Holdings, LP (Exact name of registrant as specified in its charter) Delaware 001-37380 30-0855134 (State or Other

Equitrans Midstream to Acquire 100% Ownership of EQGP through Negotiated Purchases and Limited Call Right Commencement of Structure Simplification Plans, Including Elimination of IDRs

Exhibit 99.1 Equitrans Midstream to Acquire 100% Ownership of EQGP through Negotiated Purchases and Limited Call Right Commencement of Structure Simplification Plans, Including Elimination of IDRs PITTSBURGH, PA (November 30, 2018) — Equitrans Midstream Corporation (NYSE: ETRN) today announced that it has entered into definitive purchase agreements with certain unitholders of EQGP Holdings, LP (NY

Unit Purchase Agreement, dated November 29, 2018, by and among Equitrans Midstream Corporation and funds managed by Neuberger Berman Investment Adviser LP.

Exhibit (d)(8) UNIT PURCHASE AGREEMENT This UNIT PURCHASE AGREEMENT (this “Agreement”) is made as of November 29, 2018, by and among the unitholders of EQGP Holdings, LP, a Delaware limited partnership (the “Partnership”), listed on Schedule I hereto (collectively, the “Sellers” and each, a “Seller”) and Neuberger Berman Investment Adviser LP, as investment adviser acting on behalf of the Sellers (the “Adviser”), and Equitrans Midstream Corporation, a Pennsylvania corporation (“Purchaser”).

Guggenheim Securities Project Grand Central: Potential Simplification Transaction Alternatives November 17, 2018 Confidential Draft; Subject to Material Change

Exhibit (c)(1) Guggenheim Securities Project Grand Central: Potential Simplification Transaction Alternatives November 17, 2018 Confidential Draft; Subject to Material Change Executive Summary The analysis herein presents the key relative benefits and considerations of a tender offer vs.

Guggenheim Securities and Goldman Sachs Project Grand Central: Potential Simplification Transaction Alternatives November 24, 2018 Confidential

Exhibit (c)(2) Guggenheim Securities and Goldman Sachs Project Grand Central: Potential Simplification Transaction Alternatives November 24, 2018 Confidential Important Information about this Presentation and Guggenheim Securities This confidential presentation, any supplemental information and documents provided in connection herewith and any attendant oral commentary (collectively, this “Present

EQGP / EQT GP Holdings LP / Equitrans Midstream Corp - SC 13E3

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 EQGP Holdings, LP (Name of Issuer) Equitrans Midstream Corporation (Name of Person Filing Statement) Common Units Representing Limited Partner Interests (Title of Class of Securities) 26885J103 (CUSIP Numbers of Class of Securities) Ki

EQGP / EQT GP Holdings LP / EQT Gathering Holdings, LLC - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) Under the Securities Exchange Act of 1934 Amendment No. 1 EQGP Holdings, LP (Name of Issuer) Common Units Representing Limited Partner Interests (Title of Class of Securities) 26885J 103 (CUSIP Number) Kirk R. Oliver 625 Liberty Avenue, Suite 2000 Pittsburgh, Pennsylvania 15222 Telephone: (412) 395-

Unit Purchase Agreement, dated November 29, 2018, by and among Equitrans Midstream and funds managed by Goldman Sachs Asset Management, L.P.

Exhibit (d)(9) UNIT PURCHASE AGREEMENT This UNIT PURCHASE AGREEMENT (this “Agreement”) is made as of November 29, 2018, by and among the unitholders of EQGP Holdings, LP, a Delaware limited partnership (the “Partnership”), listed on Schedule I hereto (collectively, the “Sellers” and each, a “Seller”), and Equitrans Midstream Corporation, a Pennsylvania corporation (“Purchaser”).

GOLDMAN SACHS BANK USA 200 West Street New York, New York 10282-2198

Exhibit (b) EXECUTION VERSION GOLDMAN SACHS BANK USA 200 West Street New York, New York 10282-2198 GUGGENHEIM SECURITIES, LLC 330 Madison Avenue New York, New York 10017 Highly Confidential November 28, 2018 Equitrans Midstream Corporation 625 Liberty Avenue, Suite 2000 Pittsburgh, Pennsylvania 15222 Attention: Kirk Oliver, Chief Financial Officer Project Grand Central Commitment Letter Ladies and

Equitrans Midstream to Acquire 100% Ownership of EQGP through Negotiated Purchases and Limited Call Right Commencement of Structure Simplification Plans, Including Elimination of IDRs

Exhibit (a)(5) Equitrans Midstream to Acquire 100% Ownership of EQGP through Negotiated Purchases and Limited Call Right Commencement of Structure Simplification Plans, Including Elimination of IDRs PITTSBURGH, PA (November 30, 2018) — Equitrans Midstream Corporation (NYSE: ETRN) today announced that it has entered into definitive purchase agreements with certain unitholders of EQGP Holdings, LP (NYSE: EQGP) to acquire limited partner interests in EQGP (EQGP Common Units) for $20.

Disclosure Statement

Exhibit (a)(3) Disclosure Statement This Disclosure Statement is being furnished to you by Equitrans Midstream Corporation, a Pennsylvania corporation (ETRN), in connection with the execution of (a) a Unit Purchase Agreement, dated November 29, 2018, among ETRN and funds managed by Neuberger Berman Investment Adviser LP (Neuberger Berman), whereby ETRN will acquire 5,200,000 common units representing limited partner interests (EQGP Common Units) in EQGP Holdings, LP, a Delaware limited partnership (EQGP), from Neuberger Berman for $20.

Unit Purchase Agreement, dated November 29, 2018, by and among Equitrans Midstream and funds managed by Cushing Asset Management, LP.

Exhibit (d)(10) UNIT PURCHASE AGREEMENT This UNIT PURCHASE AGREEMENT (this “Agreement”) is made as of November 29, 2018, by and among the unitholders of EQGP Holdings, LP, a Delaware limited partnership (the “Partnership”), listed on Schedule I hereto (collectively, the “Sellers” and each, a “Seller”) and Cushing Asset Management, LP, as investment adviser acting on behalf of the Sellers (the “Adviser”), and Equitrans Midstream Corporation, a Pennsylvania corporation (“Purchaser”).

EQM / EQT Midstream Partners LP / EQT GP Holdings, LP - SC 13D/A Activist Investment

SC 13D/A 1 a18-409512sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) Under the Securities Exchange Act of 1934 Amendment No. 1 EQM Midstream Partners, LP (Name of Issuer) Common Units Representing Limited Partner Interests (Title of Class of Securities) 26885B 100 (CUSIP Number) Kirk R. Oliver 625 Liberty Avenue, Suite 2000 Pi

UNIT PURCHASE AGREEMENT

Exhibit (d)(11) UNIT PURCHASE AGREEMENT This UNIT PURCHASE AGREEMENT (this “Agreement”) is made as of November 29, 2018, by and among the unitholders of EQGP Holdings, LP, a Delaware limited partnership (the “Partnership”), listed on Schedule I hereto (collectively, the “Sellers” and each, a “Seller”), and Equitrans Midstream Corporation, a Pennsylvania corporation (“Purchaser”).

Unit Purchase Agreement, dated November 29, 2018, by and between Equitrans Midstream and ZP Energy Fund, L.P.

Exhibit (d)(12) UNIT PURCHASE AGREEMENT This UNIT PURCHASE AGREEMENT (this “Agreement”) is made as of November 29, 2018, by and between ZP Energy Fund, L.

EQGP / EQT GP Holdings LP / Eqt Corp - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Rule 13d-101) Under the Securities Exchange Act of 1934 (Amendment No. 7)* EQGP HOLDINGS, LP (Name of Issuer) Common Units Representing Limited Partner Interests (Title of Class of Securities) 26885J 103 (CUSIP Number) Jonathan M. Lushko 625 Liberty Avenue, Suite 1700 Pittsburgh, Pennsylvania 15222 Telephone: (

EQM / EQT Midstream Partners LP / EQT GP Holdings, LP - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) Under the Securities Exchange Act of 1934 EQM Midstream Partners, LP (Name of Issuer) Common Units Representing Limited Partner Interests (Title of Class of Securities) 26885B 100 (CUSIP Number) Kirk R. Oliver 625 Liberty Avenue, Suite 2000 Pittsburgh, Pennsylvania 15222 Telephone: (412) 553-5700 (N

EQGP / EQT GP Holdings LP / EQT Gathering Holdings, LLC - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) Under the Securities Exchange Act of 1934 EQGP Holdings, LP (Name of Issuer) Common Units Representing Limited Partner Interests (Title of Class of Securities) 26885J 103 (CUSIP Number) Kirk R. Oliver 625 Liberty Avenue, Suite 2000 Pittsburgh, Pennsylvania 15222 Telephone: (412) 553-5700 (Name, Addr

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): November 13, 2018 (November 12, 2018) EQGP Holdings, LP (Exact name of registrant as specified in its charter) Delaware 001-37380 30-0855134 (State or Other Jurisdiction of Incorporat

Omnibus Agreement, dated November 13, 2018, among Equitrans Midstream Corporation, EQGP Holdings, LP, EQGP Services, LLC, and, for certain limited purposes, EQM Midstream Partners, LP.

Exhibit 10.2 Execution Version OMNIBUS AGREEMENT among EQUITRANS MIDSTREAM CORPORATION, EQGP HOLDINGS, LP, EQGP SERVICES, LLC, and for certain limited purposes, EQM MIDSTREAM PARTNERS, LP OMNIBUS AGREEMENT This OMNIBUS AGREEMENT (“Agreement”) is entered into on, and effective as of, the Closing Date (as defined herein) among Equitrans Midstream Corporation, a Pennsylvania corporation (“ETRN”), EQG

Working Capital Loan Agreement, dated as of November 13, 2018, between Equitrans Midstream Corporation and EQGP Holdings, LP.

Exhibit 10.1 Execution Version WORKING CAPITAL LOAN AGREEMENT This WORKING CAPITAL LOAN AGREEMENT (as the same may be amended, supplemented and restated from time to time, this “Agreement”) is made as of November 13, 2018 (the “Effective Date”), between Equitrans Midstream Corporation, a Pennsylvania corporation (“Lender”), and EQGP Holdings, LP, a Delaware limited partnership (“Borrower”). Capita

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 31, 2018 EQGP Holdings, LP (Exact name of registrant as specified in its charter) Delaware 001-37380 30-0855134 (State or Other Jurisdiction of Incorporation) (Commission File

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): October 30, 2018 (October 24, 2018) EQGP Holdings, LP (Exact name of registrant as specified in its charter) Delaware 001-37380 30-0855134 (State or Other Jurisdiction of Incorporatio

EQGP / EQT GP Holdings LP / EQT Gathering Holdings, LLC - SC 13D/A Activist Investment

SC 13D/A 1 a18-372641sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Rule 13d-101) Under the Securities Exchange Act of 1934 (Amendment No. 6)* EQGP HOLDINGS, LP (Name of Issuer) Common Units Representing Limited Partner Interests (Title of Class of Securities) 26885J 103 (CUSIP Number) Robert J. McNally 625 Liberty Avenue, Suite 2000 Pit

EQM / EQT Midstream Partners LP / EQT GP Holdings, LP - SC 13D/A Activist Investment

SC 13D/A 1 a18-372591sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Rule 13d-101) Under the Securities Exchange Act of 1934 (Amendment No. 8)* EQM Midstream Partners, LP (Name of Issuer) Common Units Representing Limited Partner Interests (Title of Class of Securities) 26885B 100 (CUSIP Number) Robert J. McNally 625 Liberty Avenue, Suite

CORRECTED Q3 2018 RESULTS ANNOUNCED FOR EQM MIDSTREAM PARTNERS AND EQGP HOLDINGS

Exhibit 99.1 CORRECTED Q3 2018 RESULTS ANNOUNCED FOR EQM MIDSTREAM PARTNERS AND EQGP HOLDINGS Pittsburgh, PA (October 25, 2018) — EQM Midstream Partners, LP (NYSE: EQM) today announced third quarter 2018 results, including net income of $209.9 million, adjusted EBITDA of $280.1 million, net cash provided by operating activities of $242.6 million, and distributable cash flow of $218.6 million. EQM

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K/A 1 a18-3719618ka.htm 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): October 25, 2018 EQGP Holdings, LP (Exact name of registrant as specified in its charter) Delaware 001-37380 30-0855134 (State or O

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 25, 2018 EQGP Holdings, LP (Exact name of registrant as specified in its charter) DELAWARE 001-37380 30-0855134 (State or other jurisdiction of incorporation) (Commission File

Q3 2018 RESULTS ANNOUNCED FOR EQM MIDSTREAM PARTNERS AND EQGP HOLDINGS

Q3 2018 RESULTS ANNOUNCED FOR EQM MIDSTREAM PARTNERS AND EQGP HOLDINGS Pittsburgh, PA (October 25, 2018) – EQM Midstream Partners, LP (NYSE: EQM) today announced third quarter 2018 results, including net income of $209.

Letter Agreement, dated as of August 9, 2018, by and between EQT Corporation and Thomas F. Karam.

Mr. Thomas F. Karam August 9, 2018 Exhibit 10.6 CONFIDENTIAL August 9, 2018 Mr. Thomas F. Karam VIA E-MAIL Dear Mr. Karam: Please accept this letter as a personal invitation to join our team and an official offer of at-will employment as a Senior Vice President and President, Midstream in our Pittsburgh office, reporting to David L. Porges, Interim President and Chief Executive Officer. The Board

First Amendment to Gas Gathering and Compression Agreement, effective as of October 19, 2016, by and among Rice Drilling B LLC, Alpha Shale Resources LP and Rice Midstream Partners LP. Specific items in this exhibit have been redacted, as marked by three asterisks [***], because confidential treatment for those items has been requested from the SEC. The redacted material has been separately filed with the SEC.

EX-10.2 2 ex102-1stamxredacted.htm EXHIBIT 10.2 Portions of this Exhibit have been redacted pursuant to a request for confidential treatment under Rule 24b-2 of the General Rules and Regulations under the Securities Exchange Act. Omitted information marked “[***]” in this Exhibit has been filed with the Securities and Exchange Commission together with such request for confidential treatment. Execu

Confidentiality, Non-Solicitation And Non-Competition Agreement, dated as of August 9, 2018, by and between EQT Corporation and Thomas F. Karam.

Exhibit 10.7 CONFIDENTIALITY, NON‑SOLICITATION and NON‑COMPETITION AGREEMENT This CONFIDENTIALITY, NON-SOLICITATION AND NON-COMPETITION AGREEMENT (this “Agreement”) is entered into and effective as of August 9, 2018, by and between EQT Corporation, a Pennsylvania corporation (EQT Corporation and its subsidiary companies are hereinafter collectively referred to as the “Company”), and Thomas F. Kara

Sixth Amended and Restated Cracker Jack Gas Gathering Agreement, dated as of February 28, 2017, by and among Rice Poseidon Midstream LLC, EQT Energy, LLC and EQT Production Company. Specific items in this exhibit have been redacted, as marked by three asterisks [***], because confidential treatment for those items has been requested from the SEC. The redacted material has been separately filed with the SEC.

Portions of this Exhibit have been redacted pursuant to a request for confidential treatment under Rule 24b-2 of the General Rules and Regulations under the Securities Exchange Act.

EQGP / EQT GP Holdings LP 10-Q - EQGP 9.30.2018 (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2018 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER 001-37380 EQGP H

Second Amended and Restated Agreement of Limited Partnership of EQGP Holdings, LP (formerly known as EQT GP Holdings, LP) dated as of October 12, 2018.

Exhibit 3.3 Execution Version SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF EQGP HOLDINGS, LP A Delaware Limited Partnership Dated as of October 12, 2018 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 Section 1.1 Definitions 1 Section 1.2 Construction 16 ARTICLE II ORGANIZATION 16 Section 2.1 Formation 16 Section 2.2 Name 16 Section 2.3 Registered Office; Registered Agent; Princi

Certificate of Amendment to Certificate of Limited Partnership of EQGP Holdings, LP (formerly known as EQT GP Holdings, LP), dated October 12, 2018.

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO CERTIFICATE OF LIMITED PARTNERSHIP OF EQT GP HOLDINGS, LP The undersigned, desiring to amend the Certificate of Limited Partnership of EQT GP Holdings, LP (the “Partnership”) pursuant to the provisions of Section 17-202 of the Delaware Revised Uniform Limited Partnership Act, does hereby certify as follows: FIRST: The name of the limited partnership is EQT G

Certificate of Amendment to Certificate of Formation of EQGP Services, LLC (formerly known as EQT GP Services, LLC), dated October 12, 2018.

Exhibit 3.2 CERTIFICATE OF AMENDMENT TO CERTIFICATE OF FORMATION OF EQT GP SERVICES, LLC The undersigned, desiring to amend the Certificate of Formation of EQT GP Services, LLC (the “Company”) pursuant to the provisions of Section 18-202 of the Delaware Limited Liability Company Act, does hereby certify as follows: FIRST: The name of the Company is EQT GP Services, LLC. SECOND: Article One of the

Second Amended and Restated Limited Liability Company Agreement of EQGP Services, LLC (formerly known as EQT GP Services, LLC), dated as of October 12, 2018.

Exhibit 3.4 Execution Version SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF EQGP SERVICES, LLC A Delaware Limited Liability Company Dated as of October 12, 2018 TABLE OF CONTENTS PAGE ARTICLE I DEFINITIONS 1 Section 1.1 Definitions 1 Section 1.2 Construction 3 ARTICLE II ORGANIZATION 3 Section 2.1 Formation 3 Section 2.2 Name 4 Section 2.3 Registered Office; Registered Agent;

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): October 15, 2018 (October 12, 2018) EQGP Holdings, LP (Exact name of registrant as specified in its charter) Delaware 001-37380 30-0855134 (State or Other Jurisdiction of Incorporatio

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): September 26, 2018 (September 25, 2018) EQT GP Holdings, LP (Exact name of registrant as specified in its charter) Delaware 001-37380 30-0855134 (State or Other Jurisdiction of (Commi

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): August 9, 2018 (August 8, 2018) EQT GP Holdings, LP (Exact name of registrant as specified in its charter) Delaware 001-37380 30-0855134 (State or Other Jurisdiction of Incorporation

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 26, 2018 EQT GP Holdings, LP (Exact name of registrant as specified in its charter) DELAWARE 001-37380 30-0855134 (State or other jurisdiction of incorporation) (Commission File

Q2 2018 RESULTS ANNOUNCED FOR EQT MIDSTREAM PARTNERS AND EQT GP HOLDINGS

Q2 2018 RESULTS ANNOUNCED FOR EQT MIDSTREAM PARTNERS AND EQT GP HOLDINGS Pittsburgh, PA (July 26, 2018) – EQT Midstream Partners, LP (NYSE: EQM) today announced second quarter 2018 results, including net income attributable to EQM of $172.

Second Amended and Restated Gas Gathering and Compression Agreement, dated as of March 31, 2017, by and between Rice Drilling D LLC and Rice Olympus Midstream LLC. Specific items in this exhibit have been redacted, as marked by three asterisks [***], because confidential treatment for those items has been requested from the SEC. The redacted material has been separately filed with the SEC.

Portions of this Exhibit have been redacted pursuant to a request for confidential treatment under Rule 24b-2 of the General Rules and Regulations under the Securities Exchange Act.

EQGP / EQT GP Holdings LP 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2018 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER 001-37380 EQT GP Hold

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

8-K 1 a18-1736218k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 23, 2018 EQT GP HOLDINGS, LP (Exact name of registrant as specified in its charter) DELAWARE 1-37380 30-0855134 (State or Other Jurisdiction of Incorpo

RICE OLYMPUS MIDSTREAM LLC, STRIKE FORCE MIDSTREAM HOLDINGS LLC AND RICE WEST VIRGINIA MIDSTREAM LLC INDEX TO FINANCIAL STATEMENTS

Exhibit 99.2 RICE OLYMPUS MIDSTREAM LLC, STRIKE FORCE MIDSTREAM HOLDINGS LLC AND RICE WEST VIRGINIA MIDSTREAM LLC INDEX TO FINANCIAL STATEMENTS Unaudited Condensed Combined Balance Sheets as of March 31, 2018 and December 31, 2017 2 Unaudited Combined Statements of Operations for the three months ended March 31, 2018 and 2017 3 Unaudited Combined Statements of Cash Flows for the three months ended

EQT GP HOLDINGS, LP INDEX TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

EX-99.3 5 a18-173623ex99d3.htm EX-99.3 Exhibit 99.3 EQT GP HOLDINGS, LP INDEX TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS Introduction 2 Unaudited Pro Forma Condensed Combined Balance Sheet as of March 31, 2018 6 Unaudited Pro Forma Statement of Combined Operations for the three months ended March 31, 2018 8 Unaudited Pro Forma Statement of Combined Operations for the year ended

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 22, 2018 EQT GP Holdings, LP (Exact name of registrant as specified in its charter) Delaware 001-37380 30-0855134 (State or Other Jurisdiction of Incorporation

RICE OLYMPUS MIDSTREAM LLC, STRIKE FORCE MIDSTREAM HOLDINGS LLC AND RICE WEST VIRGINIA MIDSTREAM LLC INDEX TO FINANCIAL STATEMENTS

Exhibit 99.1 RICE OLYMPUS MIDSTREAM LLC, STRIKE FORCE MIDSTREAM HOLDINGS LLC AND RICE WEST VIRGINIA MIDSTREAM LLC INDEX TO FINANCIAL STATEMENTS Page Report of Independent Auditors 2 Combined Balance Sheets as of December 31, 2017 and 2016 3 Combined Statements of Operations for the period from November 13, 2017 to December 31, 2017, from January 1, 2017 to November 12, 2017 and for the year ended

EQGP / EQT GP Holdings LP / EQT Gathering Holdings, LLC - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Rule 13d-101) Under the Securities Exchange Act of 1934 (Amendment No. 5)* EQT GP HOLDINGS, LP (Name of Issuer) Common Units Representing Limited Partner Interests (Title of Class of Securities) 26885J 103 (CUSIP Number) Robert J. McNally 625 Liberty Avenue, Suite 1700 Pittsburgh, Pennsylvania 15222 Telephone:

EQM / EQT Midstream Partners LP / EQT GP Holdings, LP - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Rule 13d-101) Under the Securities Exchange Act of 1934 (Amendment No. 7)* EQT Midstream Partners, LP (Name of Issuer) Common Units Representing Limited Partner Interests (Title of Class of Securities) 26885B 100 (CUSIP Number) Robert J. McNally 625 Liberty Avenue, Suite 1700 Pittsburgh, Pennsylvania 15222 Tele

EQGP / EQT GP Holdings LP 10-Q/A (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2018 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER

Third Amended and Restated Limited Liability Company Agreement of Mountain Valley Pipeline, LLC, dated as of April 6, 2018, by and among MVP Holdco, LLC, US Marcellus Gas Infrastructure, LLC, WGL Midstream, Inc., Con Edison Gas Pipeline and Storage, LLC, RGC Midstream, LLC and Mountain Valley Pipeline, LLC. Specific items in this exhibit have been redacted, as marked by three asterisks [***], because confidential treatment for those items has been requested from the SEC. The redacted material has been separately filed with the SEC.

Exhibit 10.1 Portions of this Exhibit have been redacted pursuant to a request for confidential treatment under Rule 24b-2 of the General Rules and Regulations under the Securities Exchange Act. Omitted information marked “[***]” in this Exhibit has been filed with the Securities and Exchange Commission together with such request for confidential treatment. THIRD AMENDED AND RESTATED LIMITED LIABI

EQGP / EQT GP Holdings LP 8-K (Current Report)

UNITED ST

Investor Relations Presentation EQT Midstream Partners - EQT GP Holdings May 2018

Exhibit 99.1 Investor Relations Presentation EQT Midstream Partners - EQT GP Holdings May 2018 Cautionary Statements Disclosures in this presentation contain certain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended. Statements that do not relate strictly to historical or curren

Investor Relations Presentation EQT Midstream Partners - EQT GP Holdings May 2018

Exhibit 99.1 Investor Relations Presentation EQT Midstream Partners - EQT GP Holdings May 2018 Cautionary Statements Disclosures in this presentation contain certain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended. Statements that do not relate strictly to historical or curren

EQGP / EQT GP Holdings LP 8-K (Prospectus)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 22, 2018 EQT GP Holdings, LP (Exact name of registrant as specified in its charter) Delaware 001-37380 30-0855134 (State or other jurisdiction of incorporation) (Commission File N

Joint Filing Agreement

EXHIBIT A Joint Filing Agreement We, the undersigned, hereby express our agreement that the attached Schedule 13D is, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934.

Power of Attorney

EXHIBIT B Power of Attorney KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned hereby constitute and appoint Jeremiah J.

Power of Attorney

EXHIBIT B Power of Attorney KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned hereby constitute and appoint Jeremiah J.

EQGP / EQT GP Holdings LP / EQT Gathering Holdings, LLC - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Rule 13d-101) Under the Securities Exchange Act of 1934 (Amendment No. 4)* EQT GP HOLDINGS, LP (Name of Issuer) Common Units Representing Limited Partner Interests (Title of Class of Securities) 26885J 103 (CUSIP Number) Robert J. McNally 625 Liberty Avenue, Suite 1700 Pittsburgh, Pennsylvania 15222 Telephone:

EQM / EQT Midstream Partners LP / EQT GP Holdings, LP - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Rule 13d-101) Under the Securities Exchange Act of 1934 (Amendment No. 6)* EQT Midstream Partners, LP (Name of Issuer) Common Units Representing Limited Partner Interests (Title of Class of Securities) 26885B 100 (CUSIP Number) Robert J. McNally 625 Liberty Avenue, Suite 1700 Pittsburgh, Pennsylvania 15222 Tele

Joint Filing Agreement

EXHIBIT A Joint Filing Agreement We, the undersigned, hereby express our agreement that the attached Schedule 13D is, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934.

EQGP / EQT GP Holdings LP 425 (Prospectus)

Filed by EQT GP Holdings, LP (Commission File No. 001-37380) Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Rice Midstream Partners LP (Commission File No. 001-36789) On April 26, 2018, EQT GP Holdings, LP (EQGP) and EQT Midstream Partners, LP (EQM) hosted a conference call in connection with th

EQM / EQT Midstream Partners LP / EQT GP Holdings, LP - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Rule 13d-101) Under the Securities Exchange Act of 1934 (Amendment No. 5)* EQT Midstream Partners, LP (Name of Issuer) Common Units Representing Limited Partner Interests (Title of Class of Securities) 26885B 100 (CUSIP Number) Robert J. McNally 625 Liberty Avenue, Suite 1700 Pittsburgh, Pennsylvania 15222 Tele

EQGP / EQT GP Holdings LP / EQT Gathering Holdings, LLC - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Rule 13d-101) Under the Securities Exchange Act of 1934 (Amendment No. 3)* EQT GP HOLDINGS, LP (Name of Issuer) Common Units Representing Limited Partner Interests (Title of Class of Securities) 26885J 103 (CUSIP Number) Robert J. McNally 625 Liberty Avenue, Suite 1700 Pittsburgh, Pennsylvania 15222 Telephone:

EQT Midstream Partners, EQT GP Holdings, and Rice Midstream Partners Announce Streamlining Transaction

Exhibit 99.1 EQT Midstream Partners, EQT GP Holdings, and Rice Midstream Partners Announce Streamlining Transaction Pittsburgh, PA (April 26, 2018) — EQT Midstream Partners, LP (NYSE: EQM), EQT GP Holdings, LP (NYSE: EQGP), and Rice Midstream Partners LP (NYSE: RMP), today, announced a midstream streamlining transaction that includes: · EQM’s acquisition of EQT Corporation’s (NYSE: EQT) retained m

Incentive Distribution Rights Purchase and Sale Agreement, dated as of April 25, 2018, by and among EQGP Holdings, LP (formerly known as EQT GP Holdings, LP), Rice Midstream GP Holdings LP and EQT Corporation.

Exhibit 2.3 EXECUTION VERSION INCENTIVE DISTRIBUTION RIGHTS PURCHASE AND SALE AGREEMENT by and among EQT GP HOLDINGS, LP RICE MIDSTREAM GP HOLDINGS LP and EQT CORPORATION Dated as of April 25, 2018 TABLE OF CONTENTS Page ARTICLE I Definitions and Interpretation 2 1.1 Definitions 2 1.2 Other Terms 4 1.3 Additional Rules of Interpretation; Construction Provisions 4 ARTICLE II The Transactions 5 2.1

Streamlining Transaction Summary April 2018

Exhibit 99.2 Streamlining Transaction Summary April 2018 Cautionary Statements Disclosures in this presentation contain certain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended. Statements that do not relate strictly to historical or current facts are forward-looking. Without l

Agreement and Plan of Merger, dated as of April 25, 2018, by and among EQM Midstream Partners, LP (formerly known as EQT Midstream Partners, LP), EQM Midstream Services, LLC (formerly known as EQT Midstream Services, LLC), EQM Acquisition Sub, LLC, EQM GP Acquisition Sub, LLC, RM Partners LP (formerly known as Rice Midstream Partners LP), EQM Midstream Management LLC (formerly known as Rice Midstream Management LLC) and, solely for purposes of certain provisions therein, EQT Corporation.

Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER Dated as of April 25, 2018 among EQT MIDSTREAM PARTNERS, LP, EQT MIDSTREAM SERVICES, LLC, EQM ACQUISITION SUB, LLC, EQM GP ACQUISITION SUB, LLC, RICE MIDSTREAM PARTNERS LP, RICE MIDSTREAM MANAGEMENT LLC, and, solely for purposes of Sections 5.15 and 5.16 and Article VIII, EQT CORPORATION TABLE OF CONTENTS ARTICLE I THE MERGER AND THE GP ME

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 26, 2018 (April 25, 2018) EQT GP Holdings, LP (Exact name of registrant as specified in its charter) Delaware 001-37380 30-0855134 (State or other jurisdiction (Commission File

364-Day Term Loan Agreement, dated as of April 25, 2018, by and among EQT Midstream Partners, LP, Wells Fargo Bank, National Association, as Administrative Agent and a lender, and the other lenders party thereto.

Exhibit 10.1 EXECUTION VERSION CUSIP Number: 26885CAG3 Term Loan CUSIP Number: 26885CAH1 $2,500,000,000 364-DAY TERM LOAN AGREEMENT Dated as of April 25, 2018 among EQT MIDSTREAM PARTNERS, LP, as the Borrower, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, and The Other Lenders Party Hereto BANK OF AMERICA, N.A. as Syndication Agent DEUTSCHE BANK SECURITIES INC. and PNC BANK, NAT

Contribution and Sale Agreement, dated as of April 25, 2018, by and among EQT Corporation, Rice Midstream Holdings LLC, EQT Midstream Partners, LP and EQM Gathering Holdings, LLC. EQT Midstream Partners, LP will furnish supplementally a copy of any omitted schedule and similar attachment to the SEC upon request.

Exhibit 2.2 Execution Version CONTRIBUTION AND SALE AGREEMENT by and among EQT CORPORATION, RICE MIDSTREAM HOLDINGS LLC, EQT MIDSTREAM PARTNERS, LP and EQM GATHERING HOLDINGS, LLC Dated as of April 25, 2018 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 2 Section 1.1 Certain Defined Terms 2 ARTICLE II CONTRIBUTION AND SALE 15 Section 2.1 Contribution and Sale 15 Section 2.2 Assumed Liabilities 15 Se

EQGP / EQT GP Holdings LP 8-K (Prospectus)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 26, 2018 (April 25, 2018) EQT GP Holdings, LP (Exact name of registrant as specified in its charter) Delaware 001-37380 30-0855134 (State or other jurisdiction (Commission File

Incentive Distribution Rights Purchase and Sale Agreement, dated as of April 25, 2018, by and among EQT GP Holdings, LP, Rice Midstream GP Holdings LP and EQT Corporation

Exhibit 2.3 EXECUTION VERSION INCENTIVE DISTRIBUTION RIGHTS PURCHASE AND SALE AGREEMENT by and among EQT GP HOLDINGS, LP RICE MIDSTREAM GP HOLDINGS LP and EQT CORPORATION Dated as of April 25, 2018 TABLE OF CONTENTS Page ARTICLE I Definitions and Interpretation 2 1.1 Definitions 2 1.2 Other Terms 4 1.3 Additional Rules of Interpretation; Construction Provisions 4 ARTICLE II The Transactions 5 2.1

EQT Midstream Partners, EQT GP Holdings, and Rice Midstream Partners Announce Streamlining Transaction

Exhibit 99.1 EQT Midstream Partners, EQT GP Holdings, and Rice Midstream Partners Announce Streamlining Transaction Pittsburgh, PA (April 26, 2018) — EQT Midstream Partners, LP (NYSE: EQM), EQT GP Holdings, LP (NYSE: EQGP), and Rice Midstream Partners LP (NYSE: RMP), today, announced a midstream streamlining transaction that includes: · EQM’s acquisition of EQT Corporation’s (NYSE: EQT) retained m

Streamlining Transaction Summary April 2018

EX-99.2 7 a18-122081ex99d2.htm EX-99.2 Exhibit 99.2 Streamlining Transaction Summary April 2018 Cautionary Statements Disclosures in this presentation contain certain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended. Statements that do not relate strictly to historical or curre

Agreement and Plan of Merger, dated as of April 25, 2018, by and among EQT Midstream Partners, LP, EQT Midstream Services, LLC, EQM Acquisition Sub, LLC, EQM GP Acquisition Sub, LLC, Rice Midstream Partners LP, Rice Midstream Management LLC and, solely for purposes of certain provisions thereof, EQT Corporation*

Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER Dated as of April 25, 2018 among EQT MIDSTREAM PARTNERS, LP, EQT MIDSTREAM SERVICES, LLC, EQM ACQUISITION SUB, LLC, EQM GP ACQUISITION SUB, LLC, RICE MIDSTREAM PARTNERS LP, RICE MIDSTREAM MANAGEMENT LLC, and, solely for purposes of Sections 5.15 and 5.16 and Article VIII, EQT CORPORATION TABLE OF CONTENTS ARTICLE I THE MERGER AND THE GP ME

364-Day Term Loan Agreement, dated as of April 25, 2018, by and among EQT Midstream Partners, LP, Wells Fargo Bank, National Association, as Administrative Agent, and the other lenders party thereto

Exhibit 10.1 EXECUTION VERSION CUSIP Number: 26885CAG3 Term Loan CUSIP Number: 26885CAH1 $2,500,000,000 364-DAY TERM LOAN AGREEMENT Dated as of April 25, 2018 among EQT MIDSTREAM PARTNERS, LP, as the Borrower, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, and The Other Lenders Party Hereto BANK OF AMERICA, N.A. as Syndication Agent DEUTSCHE BANK SECURITIES INC. and PNC BANK, NAT

Contribution and Sale Agreement, dated as of April 25, 2018, by and among EQT Corporation, Rice Midstream Holdings LLC, EQT Midstream Partners, LP and EQM Gathering Holdings, LLC*

Exhibit 2.2 Execution Version CONTRIBUTION AND SALE AGREEMENT by and among EQT CORPORATION, RICE MIDSTREAM HOLDINGS LLC, EQT MIDSTREAM PARTNERS, LP and EQM GATHERING HOLDINGS, LLC Dated as of April 25, 2018 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 2 Section 1.1 Certain Defined Terms 2 ARTICLE II CONTRIBUTION AND SALE 15 Section 2.1 Contribution and Sale 15 Section 2.2 Assumed Liabilities 15 Se

Q1 2018 RESULTS ANNOUNCED FOR EQT MIDSTREAM PARTNERS AND EQT GP HOLDINGS

Q1 2018 RESULTS ANNOUNCED FOR EQT MIDSTREAM PARTNERS AND EQT GP HOLDINGS Pittsburgh, PA (April 26, 2018) – EQT Midstream Partners, LP (NYSE: EQM) today announced first quarter 2018 results, including net income of $177.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 26, 2018 EQT GP Holdings, LP (Exact name of registrant as specified in its charter) DELAWARE 001-37380 30-0855134 (State or other jurisdiction of incorporation) (Commission File

EQGP / EQT GP Holdings LP 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2018 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER 001-37380 EQT GP Hol

Third Amended and Restated Limited Liability Company Agreement of Mountain Valley Pipeline, LLC, dated as of April 6, 2018, by and among MVP Holdco, LLC, US Marcellus Gas Infrastructure, LLC, WGL Midstream, Inc., Con Edison Gas Pipeline and Storage, LLC, RGC Midstream, LLC and Mountain Valley Pipeline, LLC. Specific items in this exhibit have been redacted, as marked by three asterisks [***], because confidential treatment for those items has been requested from the SEC. The redacted material has been separately filed with the SEC.

Exhibit 10.1 Portions of this Exhibit have been redacted pursuant to a request for confidential treatment under Rule 24b-2 of the General Rules and Regulations under the Securities Exchange Act. Omitted information marked “[***]” in this Exhibit has been filed with the Securities and Exchange Commission together with such request for confidential treatment. THIRD AMENDED AND RESTATED LIMITED LIABI

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 20, 2018 (March 14, 2018) EQT GP Holdings, LP (Exact name of registrant as specified in its charter) DELAWARE 001-37380 30-0855134 (State or other jurisdiction of incorporation)

EQGP / EQT GP Holdings LP / EQT Gathering Holdings, LLC - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Rule 13d-101) Under the Securities Exchange Act of 1934 (Amendment No. 2)* EQT GP HOLDINGS, LP (Name of Issuer) Common Units Representing Limited Partner Interests (Title of Class of Securities) 26885J 103 (CUSIP Number) Robert J. McNally 625 Liberty Avenue, Suite 1700 Pittsburgh, Pennsylvania 15222 Telephone:

2017 RESULTS ANNOUNCED FOR EQT MIDSTREAM PARTNERS AND EQT GP HOLDINGS

Exhibit 2017 RESULTS ANNOUNCED FOR EQT MIDSTREAM PARTNERS AND EQT GP HOLDINGS Pittsburgh, PA ( February 15, 2018 ) ? EQT Midstream Partners, LP (NYSE: EQM) today announced full-year and fourth quarter 2017 results.

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 eqgp8k12312017.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) February 15, 2018 EQT GP Holdings, LP (Exact name of registrant as specified in its charter) DELAWARE 001-37380 30-0855134 (State or other jurisdiction of

NON-GAAP FINANCIAL INFORMATION

Exhibit 99.3 NON-GAAP FINANCIAL INFORMATION The EQT Executive STIP for the 2017 plan year and the 2017 Value Driver Performance Share Unit Program utilized EQT’s adjusted EBITDA compared to the EQT’s business plan as a performance measure. Adjusted 2017 EQT EBITDA was defined as earnings before interest, taxes, depreciation and amortization (i) calculated using a constant commodity price of $2.69

EQT GP HOLDINGS, LP AND SUBSIDIARIES COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (1) Year Ended December 31, 2017 2016 2015 2014 2013 (Thousands) Earnings: Income before income taxes $ 568,920 $ 545,141 $ 436,326 $ 325,037 $ 249,041 Minus: equi

Exhibit 12.1 EQT GP HOLDINGS, LP AND SUBSIDIARIES COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (1) Year Ended December 31, 2017 2016 2015 2014 2013 (Thousands) Earnings: Income before income taxes $ 568,920 $ 545,141 $ 436,326 $ 325,037 $ 249,041 Minus: equity income of unconsolidated entities (22,171 ) (9,898 ) (2,367 ) — — Plus: Fixed charges 42,159 27,176 27,824 13,629 1,687 Minus: Capital

AMENDMENT NO. 5 TO JUPITER GAS GATHERING AGREEMENT

Exhibit 10.20(f) Portions of this Exhibit have been redacted pursuant to a request for confidential treatment under Rule 24b-2 of the General Rules and Regulations under the Securities Exchange Act. Omitted information marked “[***]” in this Exhibit has been filed with the Securities and Exchange Commission together with such request for confidential treatment. Execution Version AMENDMENT NO. 5 TO

EQGP / EQT GP Holdings LP 10-K (Annual Report)

10-K 1 eqgp1231201710k.htm 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2017 or FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER

Named Executive Officer Compensation 2018 Peer Companies (GENERAL INDUSTRY)

Exhibit 99.2 Named Executive Officer Compensation 2018 Peer Companies (GENERAL INDUSTRY) Agilent Technologies Flowers Foods Peabody Energy Alexion Pharmaceuticals Flowserve Pitney Bowes AMETEK Fortune Brands Home & Security Polaris Industries AMSTED Industries GAF Materials PolyOne Amtrak Gannett Potash* Andersons Garmin Quad /Graphics Arby's Restaurant Group Graphic Packaging Quintiles Ashland Ha

EQT GP Holdings, LP Company Jurisdiction of Organization EQT Midstream Partners, LP Delaware EQT Midstream Services, LLC Delaware Equitrans Investments, LLC Delaware Equitrans Services, LLC Delaware Equitrans, L.P. Pennsylvania EQT Midstream Finance

Exhibit 21.1 EQT GP Holdings, LP Subsidiaries Company Jurisdiction of Organization EQT Midstream Partners, LP Delaware EQT Midstream Services, LLC Delaware Equitrans Investments, LLC Delaware Equitrans Services, LLC Delaware Equitrans, L.P. Pennsylvania EQT Midstream Finance Corporation Delaware EQM Gathering Holdings, LLC Delaware EQM Gathering Opco, LLC Delaware MVP Holdco, LLC Delaware Rager Mo

EQUITRANS, L.P. TRANSPORTATION SERVICE AGREEMENT APPLICABLE TO FIRM TRANSPORTATION SERVICE UNDER RATE SCHEDULE FTS Contract No. EQTR19837-1296 Dated January 8, 2016

Exhibit 10.19 EQUITRANS, L.P. TRANSPORTATION SERVICE AGREEMENT APPLICABLE TO FIRM TRANSPORTATION SERVICE UNDER RATE SCHEDULE FTS Contract No. EQTR19837-1296 Dated January 8, 2016 This Agreement is entered into by and between Equitrans, L.P. (“Equitrans”) and EQT Energy, LLC (“Customer”). 1. Agreement (CHECK ONE) x This is a new Agreement. This Agreement supersedes, terminates, and cancels Contract

EQGP / EQT GP Holdings LP 8-K (Current Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): December 8, 2017 (December 7, 2017) EQT GP Holdings, LP (Exact name of registrant as specified in its charter) Delaware 001-37380 30-0855134 (State or Other Jurisdiction of Incorporat

Amendment No. 1 to the First Amended and Restated Agreement of Limited Partnership of EQT GP Holdings, LP, dated December 7, 2017.

Exhibit 3.1 AMENDMENT NO. 1 TO THE FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF EQT GP HOLDINGS, LP This Amendment No. 1 (this ?Amendment?) to the First Amended and Restated Agreement of Limited Partnership of EQT GP Holdings, LP (the ?Partnership?), dated as of May 15, 2015 (the ?Partnership Agreement?), is hereby adopted effective as of December 7, 2017, by EQT GP Services, LLC

Q3 2017 RESULTS ANNOUNCED FOR EQT MIDSTREAM PARTNERS AND EQT GP HOLDINGS

Exhibit Q3 2017 RESULTS ANNOUNCED FOR EQT MIDSTREAM PARTNERS AND EQT GP HOLDINGS Pittsburgh, PA ( October 26, 2017 ) ? EQT Midstream Partners, LP (NYSE: EQM) today announced third quarter 2017 results, including net income of $142.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2017 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER 001-37380 EQT GP

EQT GP Holdings 8-K (Current Report/Significant Event)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) October 26, 2017 EQT GP Holdings, LP (Exact name of registrant as specified in its charter) DELAWARE 001-37380 30-0855134 (State or other jurisdiction of incorporation) (Commi

EQT GP Holdings 10-Q/A (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2017 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 3, 2017 (July 31, 2017) EQT GP Holdings, LP (Exact name of registrant as specified in its charter) Delaware 001-37380 30-0855134 (State or Other Jurisdiction of Incorporation)

EQT GP Holdings 8-K (Current Report/Significant Event)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) July 27, 2017 EQT GP Holdings, LP (Exact name of registrant as specified in its charter) DELAWARE 001-37380 30-0855134 (State or other jurisdiction of incorporation) (Commissi

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2017 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER 001-37380 EQ

EQM / EQT Midstream Partners LP / EQT GP Holdings, LP - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Rule 13d-101) Under the Securities Exchange Act of 1934 (Amendment No. 3)* EQT Midstream Partners, LP (Name of Issuer) Common Units Representing Limited Partner Interests (Title of Class of Securities) 26885B 100 (CUSIP Number) Robert J. McNally 625 Liberty Avenue, Suite 1700 Pittsburgh, Pennsylvania 15222 Tele

EQGP / EQT GP Holdings LP / EQT Gathering Holdings, LLC - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Rule 13d-101) Under the Securities Exchange Act of 1934 (Amendment No. 1)* EQT GP HOLDINGS, LP (Name of Issuer) Common Units Representing Limited Partner Interests (Title of Class of Securities) 26885J 103 (CUSIP Number) Robert J. McNally 625 Liberty Avenue, Suite 1700 Pittsburgh, Pennsylvania 15222 Telephone:

EQT GP Holdings LP 10-Q (Quarterly Report)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2017 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER 001-37380 E

Q1 2017 RESULTS ANNOUNCED FOR EQT MIDSTREAM PARTNERS AND EQT GP HOLDINGS

Exhibit Q1 2017 RESULTS ANNOUNCED FOR EQT MIDSTREAM PARTNERS AND EQT GP HOLDINGS Pittsburgh, PA (April 27, 2017) ? EQT Midstream Partners, LP (NYSE: EQM) today announced first quarter 2017 results, including net income of $143.

EQT GP Holdings LP 8-K (Current Report/Significant Event)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) April 27, 2017 EQT GP Holdings, LP (Exact name of registrant as specified in its charter) DELAWARE 001-37380 30-0855134 (State or other jurisdiction of incorporation) (Commiss

EQT GP Holdings, LP Company Jurisdiction of Organization EQT Midstream Partners, LP Delaware EQT Midstream Services, LLC Delaware Equitrans Investments, LLC Delaware Equitrans Services, LLC Delaware Equitrans, L.P. Pennsylvania EQT Midstream Finance

Exhibit 21.1 EQT GP Holdings, LP Subsidiaries Company Jurisdiction of Organization EQT Midstream Partners, LP Delaware EQT Midstream Services, LLC Delaware Equitrans Investments, LLC Delaware Equitrans Services, LLC Delaware Equitrans, L.P. Pennsylvania EQT Midstream Finance Corporation Delaware EQM Gathering Holdings, LLC Delaware EQM Gathering Opco, LLC Delaware MVP Holdco, LLC Delaware Rager Mo

EQT GP HOLDINGS, LP AND SUBSIDIARIES COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (1) Year Ended December 31, 2016 2015 2014 2013 2012 (Thousands) Earnings: Income before income taxes $ 545,141 $ 436,326 $ 325,037 $ 249,041 $ 159,475 Minus: equi

Exhibit Exhibit 12.1 EQT GP HOLDINGS, LP AND SUBSIDIARIES COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (1) Year Ended December 31, 2016 2015 2014 2013 2012 (Thousands) Earnings: Income before income taxes $ 545,141 $ 436,326 $ 325,037 $ 249,041 $ 159,475 Minus: equity income of unconsolidated entities (9,898 ) (2,367 ) — — — Plus: Fixed charges 27,176 27,824 13,629 1,687 5,226 Minus: Capitali

EQGP / EQT GP Holdings LP 10-K - Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2016 or FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER 001-37380 EQT GP Holdings, LP (E

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) February 2, 2017 EQT GP Holdings, LP (Exact name of registrant as specified in its charter) DELAWARE 001-37380 30-0855134 (State or other jurisdiction of incorporation) (Commission Fil

2016 Results Announced for EQT Midstream Partners and EQT GP Holdings

Exhibit 99.1 2016 Results Announced for EQT Midstream Partners and EQT GP Holdings PITTSBURGH-(BUSINESS WIRE)-February 2, 2017-EQT Midstream Partners, LP (NYSE: EQM) today announced full-year and fourth quarter 2016 results. For the year, EQM net income totaled $538.0 million, adjusted EBITDA was $572.6 million, net cash provided by operating activities was $537.9 million, and distributable cash f

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 23, 2017 (January 19, 2017) EQT GP Holdings, LP (Exact name of registrant as specified in its charter) DELAWARE 001-37380 30-0855134 (State or other jurisdiction of incorporat

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) October 27, 2016 EQT GP Holdings, LP (Exact name of registrant as specified in its charter) DELAWARE 001-37380 30-0855134 (State or other jurisdiction of incorporation) (Commission Fil

EQGP / EQT GP Holdings LP 10-Q - Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2016 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER 001-37380 EQT GP

Q3 2016 Results Announced for EQT Midstream Partners and EQT GP Holdings

EX-99.1 2 a51447907ex991.htm EXHIBIT 99.1 Exhibit 99.1 Q3 2016 Results Announced for EQT Midstream Partners and EQT GP Holdings PITTSBURGH-(BUSINESS WIRE)-October 27, 2016-EQT Midstream Partners, LP (NYSE: EQM) today announced third quarter 2016 results, including net income of $126.6 million, adjusted EBITDA of $136.0 million, net cash provided by operating activities of $101.7 million, and distr

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 a16-2047018k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 27, 2016 (October 24, 2016) EQT GP Holdings, LP (Exact name of registrant as specified in its charter) DELAWARE 001-37380 30-0855134 (State or other

2

Exhibit 99.1 NEWS RELEASE EQT NAMES PRESIDENT STEVEN SCHLOTTERBECK TO SUCCEED DAVID PORGES AS CEO IN 2017 Porges to Retire as CEO, Remain Chairman of EQT?s Board of Directors PITTSBURGH, PA (October 27, 2016) ? EQT Corporation (NYSE: EQT), today, announced that Steven T. Schlotterbeck, EQT?s current President will succeed David L. Porges as Chief Executive Officer when Porges retires from that pos

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 13, 2016 EQT GP Holdings, LP (Exact name of registrant as specified in its charters) DELAWARE 001-37380 30-0855134 (State or other jurisdiction of incorporation or organizatio

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8-K 1 a16-1848518k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): September 14, 2016 (September 9, 2016) EQT GP Holdings, LP (Exact name of registrant as specified in its charter) Delaware 001-37380 30-0855134 (State or Ot

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) July 28, 2016 EQT GP Holdings, LP (Exact name of registrant as specified in its charter) DELAWARE 001-37380 30-0855134 (State or other jurisdiction of incorporation) (Commission File N

EQGP / EQT GP Holdings LP 10-Q - Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2016 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER 001-37380 EQT GP Hold

Q2 2016 Results Announced for EQT Midstream Partners and EQT GP Holdings

Exhibit 99.1 Q2 2016 Results Announced for EQT Midstream Partners and EQT GP Holdings PITTSBURGH-(BUSINESS WIRE)-July 28, 2016-EQT Midstream Partners, LP (NYSE: EQM) today announced second quarter 2016 results, including net income of $124.8 million, adjusted EBITDA of $138.1 million, net cash provided by operating activities of $150.4 million, and distributable cash flow of $129.1 million. EQM op

EQT Midstream Partners LP ESP

July 7, 2016 Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

EQM / EQT Midstream Partners LP / EQT GP Holdings, LP - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Rule 13d-101) Under the Securities Exchange Act of 1934 (Amendment No. 2)* EQT Midstream Partners, LP (Name of Issuer) Common Units Representing Limited Partner Interests (Title of Class of Securities) 26885B 100 (CUSIP Number) Robert J. McNally 625 Liberty Avenue, Suite 1700 Pittsburgh, Pennsylvania 15222 Tele

EQT GP Holdings LP S-3ASR

S-3ASR 1 a2228811zs-3asr.htm S-3ASR Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents As filed with the Securities and Exchange Commission on June 1, 2016 Registration Statement No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 EQT GP Holdings, LP (Exact name of registra

EQT GP Holdings, LP 10-Q (Quarterly Report)

10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2016 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER 001-37380 EQT G

EQT GP Holdings, LP EQT GP HOLDINGS, LP 8-K (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) April 28, 2016 EQT GP Holdings, LP (Exact name of registrant as specified in its charter) DELAWARE 001-37380 30-0855134 (State or other jurisdiction of incorporation) (Commission File

Q1 2016 Results Announced for EQT Midstream Partners and EQT GP Holdings

Exhibit 99.1 Q1 2016 Results Announced for EQT Midstream Partners and EQT GP Holdings PITTSBURGH-(BUSINESS WIRE)-April 28, 2016-EQT Midstream Partners, LP (NYSE: EQM) today announced first quarter 2016 results, including net income of $129.1 million, adjusted EBITDA of $141.6 million, and distributable cash flow of $133.3 million. EQT Midstream Partners, LP (EQM) adjusted operating income was $126

EQT GP Holdings, LP 8-K (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): April 7, 2016 EQT GP Holdings, LP (Exact name of registrant as specified in its charter) Delaware 001-37380 30-0855134 (State or Other Jurisdiction of Incorporation or Organization) (

EQT GP HOLDINGS, LP APPOINTS NEW BOARD MEMBER

Exhibit 99.1 EQT GP HOLDINGS, LP APPOINTS NEW BOARD MEMBER PITTSBURGH, PA ? APRIL 7, 2016 ? EQT GP Holdings, LP (NYSE: EQGP), an EQT Corporation company, is pleased to announce the appointment of Mark S. Lewis as a new member of the Board of Directors of its general partner. Mr. Lewis will serve as a member of the audit committee. Mr. Lewis is currently President and Chief Executive Officer of POI

EQT GP Holdings, LP 8-K (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 17, 2016 (March 11, 2016) EQT GP Holdings, LP (Exact name of registrant as specified in its charter) DELAWARE 001-37380 30-0855134 (State or other jurisdiction of incorporation)

EQT GP HOLDINGS, LP COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (1) Year Ended December 31, 2015 2014 2013 2012 2011 (Thousands) Earnings: Income before income taxes $ 398,094 $ 298,205 $ 244,364 $ 155,884 $ 99,834 Minus: equity income of uncon

Exhibit 12.1 EQT GP HOLDINGS, LP COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (1) Year Ended December 31, 2015 2014 2013 2012 2011 (Thousands) Earnings: Income before income taxes $ 398,094 $ 298,205 $ 244,364 $ 155,884 $ 99,834 Minus: equity income of unconsolidated entities (2,367 ) — — — — Plus: Fixed charges 51,044 33,242 2,530 5,226 6,249 Minus: Capitalized interest (4,546 ) (1,886 ) (44

EQT GP Holdings, LP Company Jurisdiction of Organization EQT Midstream Partners, LP Delaware EQT Midstream Services, LLC Delaware Equitrans Investments, LLC Delaware Equitrans Services, LLC Delaware Equitrans, L.P. Pennsylvania EQT Midstream Finance

Exhibit 21.1 EQT GP Holdings, LP Subsidiaries Company Jurisdiction of Organization EQT Midstream Partners, LP Delaware EQT Midstream Services, LLC Delaware Equitrans Investments, LLC Delaware Equitrans Services, LLC Delaware Equitrans, L.P. Pennsylvania EQT Midstream Finance Corporation Delaware EQM Gathering Holdings, LLC Delaware EQM Gathering Opco, LLC Delaware MVP Holdco, LLC Delaware

EQGP / EQT GP Holdings LP 10-K - Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2015 or FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER 001-35574 EQT GP Holdings, LP (E

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) February 4, 2016 EQT GP Holdings, LP (Exact name of registrant as specified in its charter) DELAWARE 001-37380 30-0855134 (State or other jurisdiction of incorporation) (Commission Fil

2015 Results Announced for EQT Midstream Partners and EQT GP Holdings

EX-99.1 2 a51272899ex991.htm EXHIBIT 99.1 Exhibit 99.1 2015 Results Announced for EQT Midstream Partners and EQT GP Holdings PITTSBURGH-(BUSINESS WIRE)-February 4, 2016-EQT Midstream Partners, LP (NYSE: EQM) today announced full-year and fourth quarter 2015 financial and operating results. For the year, EQT Midstream Partners, LP (EQM) net income totaled $393.5 million, while adjusted EBITDA was $

EQT GP Holdings 8-K (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 14, 2016 (January 8, 2016) EQT GP Holdings, LP (Exact name of registrant as specified in its charters) DELAWARE 001-37380 30-0855134 (State or other jurisdiction of incorporat

EQM / EQT Midstream Partners LP / EQT GP Holdings, LP - SC 13D/A Activist Investment

SC 13D/A 1 a15-238341sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Rule 13d-101) Under the Securities Exchange Act of 1934 (Amendment No. 1)* EQT Midstream Partners, LP (Name of Issuer) Common Units Representing Limited Partner Interests (Title of Class of Securities) 26885B 100 (CUSIP Number) Philip P. Conti 625 Liberty Avenue, Suite 1

EQT GP Holdings EQT GP HOLDINGS, LP 8-K (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) October 22, 2015 EQT GP Holdings, LP (Exact name of registrant as specified in its charter) DELAWARE 001-37380 30-0855134 (State or other jurisdiction of incorporation) (Commission Fil

Q3 2015 Results Announced for EQT Midstream Partners and EQT GP Holdings

Exhibit 99.1 Q3 2015 Results Announced for EQT Midstream Partners and EQT GP Holdings PITTSBURGH-(BUSINESS WIRE)-October 22, 2015-EQT Midstream Partners, LP (NYSE: EQM) and EQT GP Holdings, LP (NYSE: EQGP) today announced third quarter 2015 financial and operating results. EQT Midstream Partners, LP (EQM) net income for the quarter totaled $94.1 million, adjusted EBITDA was $113.4 million, and dis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2015 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER 001-37380 EQT GP

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) August 10, 2015 EQT GP Holdings, LP (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-37380 30-0855134 (Commission File Number) (IRS Employer Identification No.

RISK FACTORS

Exhibit 99.1 RISK FACTORS Limited partner interests are inherently different from shares of capital stock of a corporation, although many of the business risks to which we are subject are similar to those that would be faced by a corporation engaged in similar businesses. We urge you to carefully consider the following risk factors together with all of the other information included in this prospe

Q2 2015 Results Announced for EQT Midstream Partners and EQT GP Holdings

Exhibit 99.1 Q2 2015 Results Announced for EQT Midstream Partners and EQT GP Holdings PITTSBURGH-(BUSINESS WIRE)-July 23, 2015-EQT Midstream Partners, LP (NYSE: EQM) and EQT GP Holdings, LP (NYSE: EQGP) today announced second quarter 2015 financial and operating results. EQT Midstream Partners (EQM) net income for the quarter totaled $91.3 million, adjusted EBITDA was $110.5 million, and distribut

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2015 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER 001-37380 EQT GP Hold

EQT GP Holdings EQT GP HOLDINGS, LP 8-K (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) July 23, 2015 EQT GP Holdings, LP (Exact name of registrant as specified in its charter) DELAWARE 001-37380 30-0855134 (State or other jurisdiction of incorporation) (Commission File N

EQT GP HOLDINGS, LP APPOINTS NEW BOARD MEMBER

Exhibit 99.1 EQT GP HOLDINGS, LP APPOINTS NEW BOARD MEMBER PITTSBURGH, PA ? JUNE 8, 2015 ? EQT GP Holdings, LP (NYSE: EQGP), an EQT Corporation company, is pleased to announce the appointment of Kimberly T. Fleming as a new member of the Board of Directors of its general partner. Ms. Fleming will serve as a member of the audit committee. Ms. Fleming is currently Chairman and Chief Executive Office

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): June 8, 2015 (June 5, 2015) EQT GP Holdings, LP (Exact name of registrant as specified in its charter) Delaware 001-37380 30-0855134 (State or Other Jurisdiction of Incorporation or O

EQGP / EQT GP Holdings LP / EQT Gathering Holdings, LLC - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) Under the Securities Exchange Act of 1934 EQT GP HOLDINGS, LP (Name of Issuer) Common Units Representing Limited Partner Interests (Title of Class of Securities) 26885J 103 (CUSIP Number) Philip P. Conti 625 Liberty Avenue, Suite 1700 Pittsburgh, Pennsylvania 15222 Telephone: (412) 553-5700 (Name, A

First Amended and Restated Limited Liability Company Agreement of EQT GP Services, LLC, dated as of May 15, 2015.

Exhibit 3.2 Execution Version FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF EQT GP SERVICES, LLC A Delaware Limited Liability Company Dated as of May 15, 2015 TABLE OF CONTENTS PAGE ARTICLE I DEFINITIONS 1 Section 1.1 Definitions 1 Section 1.2 Construction 3 ARTICLE II ORGANIZATION 3 Section 2.1 Formation 3 Section 2.2 Name 4 Section 2.3 Registered Office; Registered Agent; Pri

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 15, 2015 (May 11, 2015) EQT GP Holdings, LP (Exact name of registrant as specified in its charter) Delaware 001-37380 30-0855134 (State or Other Jurisdiction of Incorporation or O

First Amended and Restated Agreement of Limited Partnership of EQT GP Holdings, LP, dated as of May 15, 2015.

Exhibit 3.1 Execution Version FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF EQT GP HOLDINGS, LP A Delaware Limited Partnership Dated as of May 15, 2015 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 Section 1.1 Definitions 1 Section 1.2 Construction 15 ARTICLE II ORGANIZATION 16 Section 2.1 Formation 16 Section 2.2 Name 16 Section 2.3 Registered Office; Registered Agent; Principal

WORKING CAPITAL LOAN AGREEMENT

Exhibit 10.2 Execution Version WORKING CAPITAL LOAN AGREEMENT This WORKING CAPITAL LOAN AGREEMENT (as the same may be amended, supplemented and restated from time to time, this “Agreement”) is made as of May 15, 2015 (the “Effective Date”), between EQT Corporation, a Pennsylvania corporation (“Lender”), and EQT GP Holdings, LP, a Delaware limited partnership (“Borrower”). For good and valuable con

EQGP Services, LLC (formerly known as EQT GP Services, LLC) 2015 Long-Term Incentive Plan, dated as of May 15, 2015.

Exhibit 10.3 EQT GP SERVICES, LLC 2015 LONG-TERM INCENTIVE PLAN (As established effective May 15, 2015) SECTION 1. PURPOSES 1.01. The purpose of the 2015 Long-Term Incentive Plan of EQT GP Services, LLC (the ?Company?), the general partner of EQT GP Holdings, LP (the ?Partnership), is to assist the Company and the Partnership in attracting, retaining and motivating employees of the Company or its

Omnibus Agreement, dated as of May 15, 2015, by and among EQGP Holdings, LP (formerly known as EQT GP Holdings, LP), EQGP Services, LLC (formerly known as EQT GP Services, LLC) and EQT Corporation.

Exhibit 10.1 Execution Version OMNIBUS AGREEMENT among EQT CORPORATION, EQT GP HOLDINGS, LP, and EQT GP SERVICES, LLC OMNIBUS AGREEMENT This OMNIBUS AGREEMENT (?Agreement?) is entered into on, and effective as of, the Closing Date (as defined herein) among EQT Corporation, a Pennsylvania corporation (?EQT?), EQT GP Holdings, LP, a Delaware limited partnership (the ?Partnership?), and EQT GP Servic

EQT GP Holdings, LP 23,000,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENT

Exhibit 1.1 Execution Version EQT GP Holdings, LP 23,000,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENT May 11, 2015 BARCLAYS CAPITAL INC. GOLDMAN, SACHS & CO. As Representatives of the several Underwriters, c/o Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019 Ladies and Gentlemen: EQT Gathering Holdings, LLC, a Delaware limited liability company (t

EQT GP Holdings S-8

As filed with the Securities and Exchange Commission on May 15, 2015. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 EQT GP HOLDINGS, LP (Exact name of Registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 30-0855134 (I.R.S. Emplo

23,000,000 Common Units Representing Limited Partner Interests

Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO FINANCIAL STATEMENTS TABLE OF CONTENTS Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No.

[Signature page follows]

Exhibit 24 LIMITED POWER OF ATTORNEY ? SECURITIES LAW COMPLIANCE The undersigned, as an officer, director, or employee of EQT GP Services, LLC, the general partner of EQT GP Holdings, LP (?EQGP?), or subsidiaries or affiliates of EQGP (collectively, the ?Company?), hereby constitutes Jonathan M.

[Signature page follows]

Exhibit 24 LIMITED POWER OF ATTORNEY ? SECURITIES LAW COMPLIANCE The undersigned, as an officer, director, or employee of EQT GP Services, LLC, the general partner of EQT GP Holdings, LP (?EQGP?), or subsidiaries or affiliates of EQGP (collectively, the ?Company?), hereby constitutes Jonathan M.

EQT GP Holdings S-1MEF

As filed with the Securities and Exchange Commission on May 11, 2015. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 EQT GP Holdings, LP (Exact name of Registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 4922 (Primary Standard I

[Signature page follows]

Exhibit 24 LIMITED POWER OF ATTORNEY ? SECURITIES LAW COMPLIANCE The undersigned, as an officer, director, or employee of EQT GP Services, LLC, the general partner of EQT GP Holdings, LP (?EQGP?), or subsidiaries or affiliates of EQGP (collectively, the ?Company?), hereby constitutes Jonathan M.

[Signature page follows]

Exhibit 24 LIMITED POWER OF ATTORNEY ? SECURITIES LAW COMPLIANCE The undersigned, as an officer, director, or employee of EQT GP Services, LLC, the general partner of EQT GP Holdings, LP (?EQGP?), or subsidiaries or affiliates of EQGP (collectively, the ?Company?), hereby constitutes Jonathan M.

[Signature page follows]

EX-24 2 ex-24.htm EX-24 Exhibit 24 LIMITED POWER OF ATTORNEY — SECURITIES LAW COMPLIANCE The undersigned, as an officer, director, or employee of EQT GP Services, LLC, the general partner of EQT GP Holdings, LP (“EQGP”), or subsidiaries or affiliates of EQGP (collectively, the “Company”), hereby constitutes Jonathan M. Lushko, Tobin M. Nelson, Mary C. Krejsa and Melissa E. Lauteri or any one of th

LIMITED POWER OF ATTORNEY — SECURITIES LAW COMPLIANCE

Exhibit 24 LIMITED POWER OF ATTORNEY ? SECURITIES LAW COMPLIANCE The undersigned, as an officer, director, or employee of EQT GP Services, LLC, the general partner of EQT GP Holdings, LP (?EQGP?), or subsidiaries or affiliates of EQGP (collectively, the ?Company?), hereby constitutes Jonathan M.

EQT GP Holdings S-1/A

QuickLinks - Click here to rapidly navigate through this document As filed with the Securities and Exchange Commission on May 8, 2015 Registration No.

EQT GP Holdings ESP

CORRESP 1 filename1.htm May 7, 2015 Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: EQT GP Holdings, LP (the “Partnership”) Registration Statement on Form S-1 (File No. 333-202053) Ladies and Gentlemen: As representatives of the several underwriters of the Partnership’s proposed public offering of up to 23,000,000 common units repres

EQT GP Holdings ESP

EQT GP HOLDINGS, LP 625 Liberty Avenue Pittsburgh, Pennsylvania 15222 May 7, 2015 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

EQT GP Holdings 8-A12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 EQT GP Holdings, LP (Exact name of registrant as specified in its charter) Delaware 30-0855134 (Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification No.) 625 Liberty Avenu

EQT GP Holdings, LP Common Units Representing Limited Partner Interests FORM OF UNDERWRITING AGREEMENT

Exhibit 1.1 EQT GP Holdings, LP Common Units Representing Limited Partner Interests FORM OF UNDERWRITING AGREEMENT May , 2015 BARCLAYS CAPITAL INC. GOLDMAN, SACHS & CO. As Representatives of the several Underwriters, c/o Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019 Ladies and Gentlemen: EQT Gathering Holdings, LLC, a Delaware limited liability company (the “Selling Unitholder”

As filed with the Securities and Exchange Commission on May 4, 2015

Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO FINANCIAL STATEMENTS TABLE OF CONTENTS Table of Contents As filed with the Securities and Exchange Commission on May 4, 2015 Registration No.

As filed with the Securities and Exchange Commission on May 4, 2015

S-1/A 1 a2224537zs-1a.htm S-1/A Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO FINANCIAL STATEMENTS TABLE OF CONTENTS Table of Contents As filed with the Securities and Exchange Commission on May 4, 2015 Registration No. 333-202053 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 to Form S-1 REGISTRATION STATEMENT UNDER THE SECURITI

EQT GP Holdings, LP Common Units Representing Limited Partner Interests FORM OF UNDERWRITING AGREEMENT

Exhibit 1.1 EQT GP Holdings, LP Common Units Representing Limited Partner Interests FORM OF UNDERWRITING AGREEMENT May , 2015 BARCLAYS CAPITAL INC. GOLDMAN, SACHS & CO. As Representatives of the several Underwriters, c/o Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019 Ladies and Gentlemen: EQT Gathering Holdings, LLC, a Delaware limited liability company (the ?Selling Unitholder?

EQT GP Holdings ESP

98 SAN JACINTO BLVD. SUITE 1500 AUSTIN, TEXAS 78701-4078 TEL +1 512.322.2500 FAX +1 512.322.2501 BakerBotts.com AUSTIN BEIJING BRUSSELS DALLAS DUBAI HONG KONG HOUSTON LONDON MOSCOW NEW YORK PALO ALTO RIO DE JANEIRO RIYADH WASHINGTON April 29, 2015 Mollie Duckworth TEL: 5123222551 FAX: 5123228362 [email protected] Securities and Exchange Commission Divison of Corporation Finance 100 F

CONTRIBUTION, CONVEYANCE AND ASSUMPTION By and Between EQT GATHERING HOLDINGS, LLC EQT GP CORPORATION Dated as of April 14, 2015

Exhibt 10.7 Execution Version CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT By and Between EQT GATHERING HOLDINGS, LLC And EQT GP CORPORATION Dated as of April 14, 2015 CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT This Contribution, Conveyance and Assumption Agreement, dated as of April 14, 2015 (this ?Agreement?), is by and between EQT Gathering Holdings, LLC, a Delaware limited liabilit

AGREEMENT OF MERGER EQT MIDSTREAM INVESTMENTS, LLC (a Delaware limited liability company) WITH AND INTO EQT GP HOLDINGS, LP (a Delaware limited partnership)

Exhibit 10.6 Execution Version AGREEMENT OF MERGER OF EQT MIDSTREAM INVESTMENTS, LLC (a Delaware limited liability company) WITH AND INTO EQT GP HOLDINGS, LP (a Delaware limited partnership) This AGREEMENT OF MERGER (this “Agreement”) is dated as of April 13, 2015, by and between EQT Midstream Investments, LLC, a Delaware limited liability company (“Midstream Investments”), and EQT GP Holdings, LP

FORM OF WORKING CAPITAL LOAN AGREEMENT

Exhibit 10.8 FORM OF WORKING CAPITAL LOAN AGREEMENT This WORKING CAPITAL LOAN AGREEMENT (as the same may be amended, supplemented and restated from time to time, this “Agreement”) is made as of , 2015 (the “Effective Date”), between EQT Corporation, a Pennsylvania corporation (“Lender”), and EQT GP Holdings, LP, a Delaware limited partnership (“Borrower”). For good and valuable consideration, the

CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT By and Among EQT GATHERING HOLDINGS, LLC EQT GATHERING, LLC EQT GP HOLDINGS, LP EQT GP SERVICES, LLC Dated as of April 13, 2015

Exhibit 10.1 Execution Version CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT By and Among EQT GATHERING HOLDINGS, LLC EQT GATHERING, LLC EQT GP HOLDINGS, LP And EQT GP SERVICES, LLC Dated as of April 13, 2015 CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT This Contribution, Conveyance and Assumption Agreement, dated as of April 13, 2015 (this ?Agreement?), is by and among EQT Gathering Hold

EQT GP Holdings, LP

Exhibit 21.1 EQT GP Holdings, LP Subsidiaries Company Jurisdiction of Organization EQT Midstream Partners, LP Delaware EQT Midstream Services, LLC Delaware Equitrans Investments, LLC Delaware Equitrans Services, LLC Delaware Equitrans, L.P. Pennsylvania EQT Midstream Finance Corporation Delaware EQM Gathering Holdings, LLC Delaware EQM Gathering Opco, LLC. Delaware MVP Holdco, LLC Delaware

FORM OF FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT EQT GP SERVICES, LLC A Delaware Limited Liability Company Dated as of , 2015

Exhibit 3.4 FORM OF FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF EQT GP SERVICES, LLC A Delaware Limited Liability Company Dated as of , 2015 TABLE OF CONTENTS PAGE ARTICLE I DEFINITIONS 1 Section 1.1 Definitions 1 Section 1.2 Construction 3 ARTICLE II ORGANIZATION 3 Section 2.1 Formation 3 Section 2.2 Name 4 Section 2.3 Registered Office; Registered Agent; Principal Office; O

EQT GP Holdings ESP

April 23, 2015 Securities and Exchange Commission Divison of Corporation Finance 100 F Street, N.

As filed with the Securities and Exchange Commission on April 23, 2015

Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO FINANCIAL STATEMENTS TABLE OF CONTENTS Table of Contents As filed with the Securities and Exchange Commission on April 23, 2015 Registration No.

EQM / EQT Midstream Partners LP / EQT GP Holdings, LP - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) Under the Securities Exchange Act of 1934 EQT Midstream Partners, LP (Name of Issuer) Common Units Representing Limited Partner Interests (Title of Class of Securities) 26885B 100 (CUSIP Number) Philip P. Conti 625 Liberty Avenue, Suite 1700 Pittsburgh, Pennsylvania 15222 Telephone: (412) 553-5700 (

Form of EQGP Holdings, LP (formerly known as EQT GP Holdings, LP) Phantom Unit Award Agreement.

Exhibit 10.5 FORM OF EQT GP SERVICES, LLC PHANTOM UNIT AWARD AGREEMENT Non-transferable G R A N T T O (?Grantee?) by EQT GP Services, LLC (the ?Company?) of Phantom Units, representing the right to receive, on a one-for-one basis, common units representing limited partner interests (?Common Units?) in EQT GP Holdings, LP (?EQGP?), of which the Company serves as general partner. The Phantom Units a

FORM OF EQT GP SERVICES, LLC 2015 LONG-TERM INCENTIVE PLAN (As established effective , 2015)

Exhibit 10.4 FORM OF EQT GP SERVICES, LLC 2015 LONG-TERM INCENTIVE PLAN (As established effective , 2015) SECTION 1. PURPOSES 1.01. The purpose of the 2015 Long-Term Incentive Plan of EQT GP Services, LLC (the ?Company?), the general partner of EQT GP Holdings, LP (the ?Partnership), is to assist the Company and the Partnership in attracting, retaining and motivating employees of the Company or it

FORM OF OMNIBUS AGREEMENT EQT CORPORATION, EQT GP HOLDINGS, LP, EQT GP SERVICES, LLC

Exhibit 10.2 FORM OF OMNIBUS AGREEMENT among EQT CORPORATION, EQT GP HOLDINGS, LP, and EQT GP SERVICES, LLC OMNIBUS AGREEMENT This OMNIBUS AGREEMENT (“Agreement”) is entered into on, and effective as of, the Closing Date (as defined herein) among EQT Corporation, a Pennsylvania corporation (“EQT”), EQT GP Holdings, LP, a Delaware limited partnership (the “Partnership”), and EQT GP Services, LLC, a

EQT GP Holdings ESP

April 1, 2015 Securities and Exchange Commission Divison of Corporation Finance 100 F Street, N.

As filed with the Securities and Exchange Commission on April 1, 2015

S-1/A 1 a2223902zs-1a.htm S-1/A Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO FINANCIAL STATEMENTS Table of Contents As filed with the Securities and Exchange Commission on April 1, 2015 Registration No. 333-202053 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 E

Form of EQGP Services, LLC (formerly known as EQT GP Services, LLC) Director and/or Executive Officer Indemnification Agreement.

Exhibit 10.3 FORM OF INDEMNIFICATION AGREEMENT This Indemnification Agreement (this ?Agreement?) is made effective as of the day of , 2015, by and between EQT GP Holdings, LP, a Delaware limited partnership (the ?Partnership?), EQT GP Services, LLC, a Delaware limited liability company and the general partner of the Partnership (the ?Company?), and (?Indemnitee?), a director and/or officer of the

Certificate of Limited Partnership of EQGP Holdings, LP (formerly known as EQT GP Holdings, LP).

Exhibit 3.1 CERTIFICATE OF LIMITED PARTNERSHIP OF EQT GP HOLDINGS, LP This Certificate of Limited Partnership of EQT GP Holdings, LP (the “Partnership”), dated January 29, 2015, has been duly executed and is filed pursuant to Section 17-201 of the Delaware Revised Uniform Limited Partnership Act (the “Act”) to form a limited partnership under the Act. Article One The name of the limited partnershi

Certificate of Formation of EQGP Services, LLC (formerly known as EQT GP Services, LLC).

Exhibit 3.3 CERTIFICATE OF FORMATION OF EQT GP SERVICES, LLC This Certificate of Formation of EQT GP Services, LLC (the “Company”), dated January 29, 2015, has been duly executed and is filed pursuant to Section 18-201 of the Delaware Limited Liability Company Act (the “Act”) to form a limited liability company under the Act. Article One The name of the limited liability company formed hereby is “

EQGP / EQT GP Holdings LP S-1 - Registration Statement - S-1

Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO FINANCIAL STATEMENTS Table of Contents As filed with the Securities and Exchange Commission on February 12, 2015 Registration No.