Thomas F Karam Form 4 EQT / THOMAS F KARAM ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

KARAM THOMAS F

(Last)

(First)

(Middle)

625 LIBERTY AVENUE, SUITE 1700

(Street)

PITTSBURGH

15222

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
EQT Corp [ EQT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/22/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/22/2024		A		105,027	A	⁽¹⁾⁽²⁾⁽³⁾	105,027	D
Common Stock	07/22/2024		A		225,056	A	⁽¹⁾⁽⁴⁾	330,083	D
Common Stock	07/22/2024		F		113,475	D	$35.88	216,608	D
Common Stock	07/22/2024		A		66,448	A	⁽¹⁾⁽⁵⁾	283,056	D
Common Stock	07/22/2024		F		33,504	D	$35.88	249,552	D
Common Stock	07/22/2024		A		470,301	A	⁽¹⁾⁽⁶⁾	719,853	D
Common Stock	07/22/2024		F		237,127	D	$35.88	482,726	D
Common Stock	07/22/2024		A		8,760	A	⁽¹⁾⁽²⁾⁽⁷⁾	8,760	I	By Lakeside Drive Associates, Inc.
Common Stock	07/22/2024		A		7,008	A	⁽¹⁾⁽²⁾⁽⁸⁾	7,008	I	By Mae Rose Partners, LP

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Deferred Compensation-Phantom Units	⁽⁹⁾	07/22/2024		A		1,713		⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	1,713	⁽¹⁾⁽¹¹⁾	5,745⁽¹²⁾	D
Restricted Stock Units	⁽¹³⁾	07/22/2024		A		4,210		⁽¹⁴⁾	⁽¹⁴⁾	Common Stock	4,210	$0	4,210	D

Explanation of Responses:

1. On July 22, 2024 (the "Closing Date"), EQT Corporation ("EQT") completed its acquisition (the "Merger") of Equitrans Midstream Corporation ("Equitrans") pursuant to the Agreement and Plan of Merger, dated as of March 10, 2024 (the "Merger Agreement"), by and among EQT, certain of EQT's subsidiaries and Equitrans.

2. Pursuant to the Merger Agreement, each issued and outstanding share of Equitrans common stock, excluding any Excluded Shares (as defined in the Merger Agreement), was converted into the right to receive 0.3504 shares of EQT common stock, with cash in lieu of fractional shares. On the Closing Date, the closing price of Equitrans common stock was $12.42 per share and the closing price of EQT common stock was $35.67 per share.

3. Received in exchange for 299,736 shares of Equitrans common stock in connection with the Merger.

4. Received in exchange for 642,280 shares of Equitrans restricted stock subject to time-based vesting conditions in connection with the Merger.

5. Received in exchange for 189,630 Equitrans performance share units that are Company MVP PSU Awards (as defined in the Merger Agreement) in connection with the Merger.

6. Received in exchange for 1,342,176 Equitrans performance share units that are not Company MVP PSU Awards in connection with the Merger.

7. Received in exchange for 25,000 shares of Equitrans common stock in connection with the Merger.

8. Received in exchange for 20,000 shares of Equitrans common stock in connection with the Merger.

9. Each phantom unit is the economic equivalent of one share of EQT common stock.

10. Award represents compensation that is deferred until retirement.

11. Received in exchange for 4,888 Equitrans phantom units in connection with the Merger.

12. Includes accrued dividends.

13. Each restricted stock unit represents a right to receive one share of EQT common stock.

14. All of the restricted stock units granted to the reporting person on July 22, 2024 will vest on the date of EQT's 2025 Annual Meeting of Shareholders, subject to the conditions set forth in the award. Shares of EQT common stock will be delivered to the reporting person either upon vesting or, if the reporting person elected to defer receipt, following cessation of service as a director.

	/s/ Patrick J. OMalley, Attorney-in-Fact	07/24/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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Thomas F Karam Form 4EQT / THOMAS F KARAM ownership change