Sec Form 4 Filing - KARAM THOMAS F @ EQT Corp - 2024-07-22

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
KARAM THOMAS F
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)
(Last) (First) (Middle)
625 LIBERTY AVENUE, SUITE 1700
3. Date of Earliest Transaction (MM/DD/YY)
07/22/2024
(Street)
PITTSBURGH, PA15222
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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)
Code V Amount (A) or (D) Price
Common Stock 07/22/2024 A 105,027 A 105,027 D
Common Stock 07/22/2024 A 225,056 A 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 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 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 8,760 I By Lakeside Drive Associates, Inc.
Common Stock 07/22/2024 A 7,008 A 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
KARAM THOMAS F
625 LIBERTY AVENUE, SUITE 1700
PITTSBURGH, PA15222
X
Signatures
/s/ Patrick J. OMalley, Attorney-in-Fact 07/24/2024
Signature of Reporting Person Date
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 andEquitrans.
( 2 )Pursuant to the Merger Agreement, each issued and outstanding share of Equitrans common stock, excluding any Excluded Shares (as defined in the MergerAgreement), 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 closingprice 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 withthe 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.

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