Statement of Changes in Beneficial Ownership (4)
November 15 2017 - 5:48PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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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1. Name and Address of Reporting Person
*
Rice Daniel J. IV
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2. Issuer Name
and
Ticker or Trading Symbol
EQT Corp
[
EQT
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
625 LIBERTY AVENUE, SUITE 1700
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3. Date of Earliest Transaction
(MM/DD/YYYY)
11/13/2017
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(Street)
PITTSBURGH, PA 15222
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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11/13/2017
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A
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125624
(1)
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A
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(1)
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125624
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D
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Common Stock
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11/13/2017
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A
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307904
(2)
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A
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(2)
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433528
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Deferred Compensation-Phantom Units
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(3)
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11/13/2017
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A
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380
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(4)
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(4)
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Common Stock
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380
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$0
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380
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D
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Explanation of Responses:
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(1)
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On November 13, 2017, pursuant to the Agreement and Plan of Merger dated as of June 19, 2017 (the "Merger Agreement"), by and among Rice Energy Inc. ("Rice"), EQT Corporation (the "Company") and Eagle Merger Sub I, Inc. ("Merger Sub"), Merger Sub merged with and into Rice (the "Merger"), with Rice continuing as the surviving entity and as a wholly owned indirect subsidiary of the Company. Pursuant to the Merger Agreement, each share of Rice common stock issued and outstanding converted into the right to receive: (A) 0.37 shares of Company common stock, and (B) $5.30 in cash, without interest (the "Merger Exchange"). As a result of the Merger Exchange, the Reporting Person received the Company common stock reported on Table I in exchange for 339,524 shares of Rice common stock.
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(2)
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Pursuant to the Merger Agreement, each outstanding award of performance stock units (each, a "Rice PSU") granted pursuant to Rice's 2014 Long-Term Incentive Plan (the "Rice LTIP") became vested and performance conditions in respect of such awards were deemed satisfied at the maximum performance level specified in the applicable Rice PSU award, and each outstanding award of restricted stock units (each, a "Rice RSU") granted pursuant to the Rice LTIP became vested. The Rice PSUs and Rice RSUs were converted into Rice common stock on a one-for-one basis upon the closing of the Merger and will be settled following the closing, subject to the effectiveness of the Reporting Person's release of claims in favor of the Company. At such time, the Reporting Person intends to file an amended Form 4 to reflect such effectiveness and the tax withholding associated with the shares reported on this Form 4.
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(3)
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Each phantom unit is the economic equivalent of one share of common stock.
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(4)
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Award represents compensation that is deferred until retirement.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Rice Daniel J. IV
625 LIBERTY AVENUE, SUITE 1700
PITTSBURGH, PA 15222
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X
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Signatures
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/s/ Jonathan M. Lushko, Attorney-in-Fact for Daniel J. Rice IV
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11/15/2017
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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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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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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