SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Item 1.

Security and Issuer

This Amendment No. 1 to Schedule 13D (“Amendment No. 1”) amends and supplements or restates (where indicated) the statement on Schedule 13D (“Schedule 13D”) originally filed with the Securities and Exchange Commission (the “Commission”) on July 12, 2012 and relates to common units representing limited partner interests of EQT Midstream Partners, LP, a Delaware limited partnership (the “Issuer”), whose principal executive offices are located at 625 Liberty Avenue, Pittsburgh, Pennsylvania 15222.  Capitalized terms used in this Amendment No. 1 and not defined herein shall have the meanings ascribed to them in Schedule 13D.

Item 2.

Identity and Background

Item 2(a) of Schedule 13D is hereby amended and restated in its entirety as follows:

(a)                                 This Schedule 13D, as amended by Amendment No. 1, is jointly filed pursuant to a Joint Filing Agreement attached to the Schedule 13D as Exhibit E by (i) EQT Midstream Investments, LLC, a Delaware limited liability company (“Midstream Investments”), (ii) EQT Investments Holdings, LLC, a Delaware limited liability company (“Investments Holdings”), and (iii) EQT Corporation, a Pennsylvania corporation (“EQT” and together with Midstream Investments and Investments Holdings, the “Reporting Persons”).

Midstream Investments is a limited partner of the Issuer with a 42.6% limited partner interest as of July 22, 2013.  Investments Holdings is the sole member of Midstream Investments.  EQT is a publicly traded company and the sole member of Investments Holdings. The Reporting Persons are hereby filing a joint Schedule 13D.

Item 3.

Source and Amount of Funds or Other Consideration

Item 3 of Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:

On July 15, 2013, the Issuer, the General Partner, Equitrans, L.P., Investments Holdings and Sunrise Pipeline, LLC entered into an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which Sunrise Pipeline, LLC merged with and into Equitrans, L.P. effective as of July 22, 2013, with Equitrans continuing as the surviving company (the “Merger”).  The aggregate consideration paid by the Issuer in connection with the Merger as of the closing date was approximately $540 million, consisting of (i) a $507.5 million cash payment to Investments Holdings, (ii) 479,184 common units of the Issuer issued to Midstream Investments and (iii) 267,942 general partner units of the Issuer issued to the General Partner.  The cash portion of the purchase price was funded with the net proceeds of a public offering (the “2013 Offering”) of 11,000,000 common units of the Issuer registered under the Securities Act of 1933, as amended, pursuant to a shelf registration statement on Form S-3 (Registration No. 333-189719), which became effective automatically upon filing with the Commission on July 1, 2013.  The 2013 Offering and the Merger closed on July 22, 2013.

The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, a copy of which was filed as Exhibit 2.1 to the Issuer’s Current Report on Form 8-K filed with the Commission on July 15, 2013, which exhibit is herein incorporated by reference in its entirety.

Item 4.

Purpose of Transaction

Item 4(b) of Schedule 13D is hereby amended and restated in its entirety as follows:

(b)                                 On July 15, 2013 the Issuer, the General Partner, Equitrans, L.P., a wholly owned subsidiary of the Issuer (“Equitrans”), Investments Holdings and Sunrise Pipeline, LLC entered into the Merger Agreement pursuant to which Sunrise Pipeline, LLC would merge with and into Equitrans, with Equitrans surviving the merger.

Item 5.

Interest in Securities of the Issuer

Items 5(a)(1), (2) and (3), 5(b) and 5(c) of Schedule 13D are hereby amended and restated in their entirety as follows:

(a)                                 (1) Midstream Investments is the record and beneficial owner of 3,443,902 common units, which, based on there being 30,468,902 common units outstanding as of July 22, 2013, represents 11.3% of the outstanding common units of the Issuer.  Midstream Investments is also the record owner of 17,339,718 subordinated units, which represent all of the outstanding subordinated units as of July 22, 2013.  The subordinated units may be converted into common units on a one-for-one basis upon the termination of the subordination period as set forth in the Partnership Agreement.

(2) Investments Holdings does not directly own any common units of the Issuer; however, as the sole member of Midstream Investments, it may be deemed to beneficially own the 3,443,902 common units held of record by Midstream Investments, which represents approximately 11.3% of the outstanding common units of the Issuer.  Investments Holdings may also be deemed to beneficially own the aggregate 17,339,718 subordinated units held of record by Midstream Investments, which represent all of the subordinated units as of July 22, 2013. The subordinated units may be converted into common units on a one-for-one basis upon the termination of the subordination period as set forth in the Partnership Agreement.

(3)  EQT does not directly own any common units of the Issuer; however, as the indirect 100% owner of Midstream Investments, it may be deemed to beneficially own the 3,443,902 common units held of record by Midstream Investments, which represents approximately 11.3% of the outstanding common units of the Issuer.  EQT may also be deemed to beneficially own the aggregate 17,339,718 subordinated units held of record by Midstream Investments, which represent all of the outstanding subordinated units as of July 22, 2013.  The subordinated units may be converted into common units on a one-for-one basis upon the termination of the subordination period as set forth in the Partnership Agreement.

(b) The information set forth in Items 7 through 11 of the cover pages to Amendment No. 1 is incorporated herein by reference. To the Reporting Persons’ knowledge, each of the Covered Individuals listed in the table in Item 5(a)(4) has sole voting power and dispositive power with respect to all of the common units reported for him or her in the table in Item 5(a)(4).

(c) Except as described in Schedule 13D and Amendment No. 1, none of the Reporting Persons or, to the Reporting Persons’ knowledge, the Covered Individuals, has effected any transactions in the common units during the past 60 days.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 of Schedule 13D is hereby amended and supplemented by incorporating by reference herein the information provided or incorporated by reference in Item 3 and Item 4.

Item 7.

Material to be Filed as Exhibits

Item 7 of Schedule 13D is hereby amended and restated in its entirety as follows:

EXHIBIT A

First Amended and Restated Agreement of Limited Partnership of EQT Midstream Partners, LP (filed as Exhibit 3.2 to the Issuer’s current report on Form 8-K filed with the Commission on July 2, 2012 and incorporated herein in its entirety by reference).

EXHIBIT B

Contribution, Conveyance and Assumption Agreement dated July 2, 2012, among EQT Midstream Partners, LP, EQT Corporation, EQT Midstream Services, LLC, EQT Midstream Investments, LLC, EQT Investments Holdings, LLC, Equitrans Investments, LLC, Equitrans, L.P., Equitrans Services, LLC, and ET Blue Grass, LLC (filed as Exhibit 10.1 to the Issuer’s current report on Form 8-K filed with the Commission on July 2, 2012 and incorporated herein in its entirety by reference).

EXHIBIT C

First Amended and Restated Limited Liability Company Agreement of EQT Midstream Services, LLC (filed as Exhibit 3.4 to the Issuer’s current report on Form 8-K filed with the Commission on July 2, 2012 and incorporated herein in its entirety by reference).

EXHIBIT D

Underwriting Agreement, dated as of June 26, 2012, by and among EQT Corporation, EQT Midstream Services, LLC, EQT Midstream Partners, LP, Equitrans Investments, LLC and the Underwriters named therein (filed as Exhibit 1.1 to the Issuer’s current report on Form 8-K filed with the Commission on July 2, 2012 and incorporated herein in its entirety by reference).

EXHIBIT E

Joint Filing Statement (attached as Exhibit E to the Schedule 13D (File No. 005-86907) filed with the Commission on July 12, 2012 and incorporated herein in its entirety by reference).

EXHIBIT F

Agreement and Plan of Merger by and among EQT Investments Holdings, LLC, EQT Midstream Services, LLC, Sunrise Pipeline, LLC, EQT Midstream Partners, LP and Equitrans, L.P., dated as of July 15, 2013 (filed as Exhibit 2.1 to the Issuer’s current report on Form 8-K filed with the Commission on July 15, 2013 and incorporated herein in its entirety by reference).

Dated: July 24, 2013

EQT CORPORATION

By:

/s/ Philip P. Conti

Philip P. Conti

Senior Vice President and Chief Financial Officer

Dated: July 24, 2013

EQT INVESTMENTS HOLDINGS, LLC

By:

/s/ Joshua C. Miller

Joshua C. Miller

Vice President

Dated: July 24, 2013

EQT MIDSTREAM INVESTMENTS, LLC

By:

EQT Investments Holdings, LLC,
its sole member

By:

/s/ Joshua C. Miller

Joshua C. Miller

Vice President

EXHIBIT INDEX

EXHIBIT A

First Amended and Restated Agreement of Limited Partnership of EQT Midstream Partners, LP (filed as Exhibit 3.2 to the Issuer’s current report on Form 8-K filed with the Commission on July 2, 2012 and incorporated herein in its entirety by reference).

EXHIBIT B

Contribution, Conveyance and Assumption Agreement dated July 2, 2012, among EQT Midstream Partners, LP, EQT Corporation, EQT Midstream Services, LLC, EQT Midstream Investments, LLC, EQT Investments Holdings, LLC, Equitrans Investments, LLC, Equitrans, L.P., Equitrans Services, LLC, and ET Blue Grass, LLC (filed as Exhibit 10.1 to the Issuer’s current report on Form 8-K filed with the Commission on July 2, 2012 and incorporated herein in its entirety by reference).

EXHIBIT C

First Amended and Restated Limited Liability Company Agreement of EQT Midstream Services, LLC (filed as Exhibit 3.4 to the Issuer’s current report on Form 8-K filed with the Commission on July 2, 2012 and incorporated herein in its entirety by reference).

EXHIBIT D

Underwriting Agreement, dated as of June 26, 2012, by and among EQT Corporation, EQT Midstream Services, LLC, EQT Midstream Partners, LP, Equitrans Investments, LLC and the Underwriters named therein (filed as Exhibit 1.1 to the Issuer’s current report on Form 8-K filed with the Commission on July 2, 2012 and incorporated herein in its entirety by reference).

EXHIBIT E

Joint Filing Statement (attached as Exhibit E to the Schedule 13D (File No. 005-86907) filed with the Commission on July 12, 2012 and incorporated herein in its entirety by reference).

EXHIBIT F

Agreement and Plan of Merger by and among EQT Investments Holdings, LLC, EQT Midstream Services, LLC, Sunrise Pipeline, LLC, EQT Midstream Partners, LP and Equitrans, L.P., dated as of July 15, 2013 (filed as Exhibit 2.1 to the Issuer’s current report on Form 8-K filed with the Commission on July 15, 2013 and incorporated herein in its entirety by reference).