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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* EQT Corp (Last) (First) (Middle) 625 LIBERTY AVENUE SUITE 1700 (Street) PITTSBURGH PA 15222 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol EQT Midstream Partners, LP [ EQM ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 03/17/2015
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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)
			Code	V	Amount	(A) or (D)	Price
Common Units	03/17/2015		J(1)(2)		511,973	A	(1)(2)	21,811,643	I	See Footnotes(1)(2)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* EQT Corp (Last) (First) (Middle) 625 LIBERTY AVENUE SUITE 1700 (Street) PITTSBURGH PA 15222 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* EQT Midstream Investments, LLC (Last) (First) (Middle) 625 LIBERTY AVENUE (Street) PITTSBURGH PA 15222 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* EQT Investments Holdings, LLC (Last) (First) (Middle) 101 CONVENTION CENTER DRIVE, SUITE 850 (Street) LAS VEGAS NV 89109 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* EQT Production Co (Last) (First) (Middle) 625 LIBERTY AVENUE, SUITE 1700 (Street) PITTSBURGH PA 15222 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* EQT Gathering Holdings, LLC (Last) (First) (Middle) 625 LIBERTY AVENUE, SUITE 1700 (Street) PITTSBURGH PA 15222 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* EQT Gathering, LLC (Last) (First) (Middle) 625 LIBERTY AVENUE, SUITE 1700 (Street) PITTSBURGH PA 15222 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. This Form 4 is being filed jointly by EQT Corporation (EQT), EQT Midstream Investments, LLC (Midstream Investments), EQT Investments Holdings, LLC (Investments Holdings), EQT Production Company (EQT Production), EQT Gathering Holdings, LLC (Gathering Holdings) and EQT Gathering, LLC (EQT Gathering) in connection with the sale of certain midstream assets by EQT to EQT Midstream Partners, LP (Issuer) effective March 17, 2015 pursuant to that certain Contribution and Sale Agreement dated March 10, 2015 by and among the Issuer, EQT Midstream Services, LLC (General Partner), EQM Gathering Opco, LLC, EQT Gathering, EQT Energy Supply Holdings, LP, EQT Energy, LLC, and EQT, in exchange for aggregate consideration of approximately $925.7 million, consisting of (i) an approximately $873.2 million cash payment, (ii) 511,973 common units of the Issuer issued to Midstream Investments and (iii) 178,816 general partner units of the Issuer issued to the General Partner.

2. The common units of the Issuer are owned directly by Midstream Investments. EQT directly owns 100% of the outstanding membership interests of Investments Holdings. Investments Holdings owns 100% of the common stock of EQT Production. EQT Production directly owns 100% of the outstanding membership interests of Gathering Holdings. Gathering Holdings directly owns 100% of the outstanding membership interests of EQT Gathering. EQT Gathering directly owns 100% of the outstanding membership interests of Midstream Investments. EQT, Investments Holdings, EQT Production, Gathering Holdings and EQT Gathering may therefore be deemed to beneficially own common units of the Issuer owned directly by Midstream Investments.

	/s/ Daniel A. Greenblatt, Treasurer of EQT Gathering, LLC, the sole member of EQT Midstream Investments, LLC	03/19/2015
	/s/ Daniel A. Greenblatt, Treasurer of EQT Gathering, LLC	03/19/2015
	/s/ Daniel A. Greenblatt, Treasurer of EQT Gathering Holdings, LLC	03/19/2015
	/s/ Steven T. Schlotterbeck, President of EQT Production Company	03/19/2015
	/s/ Joshua C. Miller, Vice President of EQT Investments Holdings, LLC	03/19/2015
	/s/ Daniel A. Greenblatt, Treasurer of EQT Corporation	03/19/2015
	** Signature of Reporting Person	Date
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