SC 13D/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)

Under the Securities Exchange Act of 1934
(Amendment No. 5)

EQT Corporation

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

26884L109

(CUSIP Number)

Eleazer Klein, Esq.

Marc Weingarten, Esq.

919 Third Avenue

New York, New York 10022

(212) 756-2000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

October 2, 2017

(Date of Event Which Requires Filing of this Schedule)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

(Continued on following pages)

(Page 1 of 7 Pages)

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 26884L109						SCHEDULE 13D/A
	1	Name of Reporting Person JANA PARTNERS LLC
	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x
	3	SEC Use Only
	4	Source of Funds AF
	5	Check Box if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e)  o
	6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 10,017,129 Shares (including options to purchase 1,476,000 Shares)
			8	Shared Voting Power 0
			9	Sole Dispositive Power 10,017,129 Shares (including options to purchase 1,476,000 Shares)
			10	Shared Dispositive Power 0
	11	Aggregate Amount Beneficially Owned by Each Person 10,017,129 Shares (including options to purchase 1,476,000 Shares)
	12	Check if the Aggregate Amount in Row (11) Excludes Certain Shareso
	13	Percent of Class Represented by Amount in Row (11) (see Item 5) 5.8%
	14	Type of Reporting Person IA

2

CUSIP No. 26884L109						SCHEDULE 13D/A
	1	Name of Reporting Persons JONATHAN Z. COHEN
	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x
	3	SEC Use Only
	4	Source of Funds PF (See Item 3)
	5	Check Box if Disclosure of Legal Proceeding Is Required Pursuant to Item 2(d) or 2(e)  o
	6	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 75,000 Shares
			8	Shared Voting Power 0
			9	Sole Dispositive Power 75,000 Shares
			10	Shared Dispositive Power 0
	11	Aggregate Amount Beneficially Owned by Each Person 75,000 Shares
	12	Check if the Aggregate Amount in Row (11) Excludes Certain Shareso
	13	Percent of Class Represented by Amount in Row (11) (see Item 5) Less than 0.1%
	14	Type of Reporting Person IN

3

CUSIP No. 26884L109 SCHEDULE 13D/A

	1	Name of Reporting Persons DANIEL C. HERZ
	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x
	3	SEC Use Only
	4	Source of Funds PF (See Item 3)
	5	Check Box if Disclosure of Legal Proceeding Is Required Pursuant to Item 2(d) or 2(e)  o
	6	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 7,000 Shares
			8	Shared Voting Power 0
			9	Sole Dispositive Power 7,000 Shares
			10	Shared Dispositive Power 0
	11	Aggregate Amount Beneficially Owned by Each Person 7,000 Shares
	12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares o
	13	Percent of Class Represented by Amount in Row (11) (see Item 5) Less than 0.1%
	14	Type of Reporting Person IN

4

CUSIP No. 26884L109 SCHEDULE 13D/A

	1	Name of Reporting Persons EDWARD E. COHEN
	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x
	3	SEC Use Only
	4	Source of Funds PF (See Item 3)
	5	Check Box if Disclosure of Legal Proceeding Is Required Pursuant to Item 2(d) or 2(e)  o
	6	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 35,000 Shares
			8	Shared Voting Power 0
			9	Sole Dispositive Power 35,000 Shares
			10	Shared Dispositive Power 0
	11	Aggregate Amount Beneficially Owned by Each Person 35,000 Shares
	12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares o
	13	Percent of Class Represented by Amount in Row (11) (see Item 5) Less than 0.1%
	14	Type of Reporting Person IN

5

CUSIP No. 26884L109 SCHEDULE 13D/A

This Amendment No. 5 (“Amendment No. 5”) amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on July 3, 2017 (the “Original Schedule 13D”), as amended by Amendment No. 1 filed with the SEC on July 5, 2017 (“Amendment No. 1”), Amendment No. 2 filed with the SEC on July 31, 2017 (“Amendment No. 2”), Amendment No. 3 filed with the SEC on August 14, 2017 (“Amendment No. 3”) and Amendment No. 4 filed with the SEC on September 20, 2017 (“Amendment No. 4”, and together with the Original Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3 and this Amendment No. 5, the “Schedule 13D”) with respect to the shares (“Shares”) of common stock, no par value, of EQT Corporation, a Pennsylvania corporation (the “Issuer”). Capitalized terms used herein and not otherwise defined in this Amendment No. 5 shall have the meanings set forth in the Schedule 13D. This Amendment No. 5 amends Items 4 and 7 as set forth below.

Item 4.PURPOSE OF TRANSACTION.

Item 4 of the Schedule 13D is hereby amended and supplemented by the addition of the following:

On October 2, 2017, JANA sent a letter to the Issuer attached hereto as Exhibit K and incorporated herein by reference.

Item 7.MATERIAL TO BE FILED AS EXHIBITS.

Item 7 of the Schedule 13D is being amended and supplemented by the addition of the following:

Exhibit K: Letter dated October 2, 2017 sent by JANA to the Issuer.

6

CUSIP No. 26884L109 SCHEDULE 13D/A

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated:  October 2, 2017

JANA PARTNERS LLC
By:	/s/ Jennifer Fanjiang
Name:	Jennifer Fanjiang
Title:	General Counsel
/s/ Jonathan Z. Cohen
JONATHAN Z. COHEN
/s/ Daniel C. Herz
DANIEL C. HERZ
/s/ Edward E. Cohen
EDWARD E. COHEN

7

EX-99.K

EXHIBIT K

October 2, 2017

Board of Directors (the “Board”)
EQT Corporation
625 Liberty Avenue, Suite 1700
Pittsburgh, Pennsylvania 15222

Ladies & Gentlemen,

As you know, JANA Partners LLC (“we” or “us”) believes that EQT Corporation (“EQT” or the “Company”) shareholders should vote against the overpriced and dilutive acquisition of Rice Energy (“Rice”) and that EQT should immediately commit to a separation through a spinoff of its midstream business.  As set forth in Exhibit A, EQT has published a map of the combined EQT/Rice land holdings that appear to show vast tracts of contiguous acreage which can be efficiently drilled by the combined company, and thus would produce the 1,200 wells with 12,000 foot laterals in Washington and Greene counties that are the linchpin of EQT’s rationale for the transaction.  Exhibit B, however, shows that EQT’s map is blatantly deceptive.  With the help of a leading petroleum engineering firm with extensive experience in the Appalachian basin and experienced industry operators, and using publicly available information, we have magnified EQT’s map and it is obvious that many of the tracts which appear contiguous never actually touch.  This means that for EQT to fulfill its promises with respect to longer drilling laterals, three things would need to be true:

·EQT would need to have access to the hundreds of plots of land between EQT and Rice drilling areas.  However, this would require an unquantified and likely very large expenditure of time and capital in addition to the $8.2 billion EQT proposes to pay for Rice, and in any event is highly unlikely given that, as shown in Exhibit C, these properties are largely controlled by other operators.  If these lots were readily accessible, presumably EQT or Rice would have already purchased or leased them.

·This additional required acreage would need to be undrilled.  However, our work shows that hundreds of wells have already been drilled in the adjacent acreage.

·The lots already controlled by EQT and Rice that abut the additional required acreage would need to not have any wells already drilled by EQT or Rice along the abutting borders. However, Exhibit D makes clear that this is not the case.

In short, an accurate analysis of the undeveloped combined EQT and Rice acreage cannot support anything close to the 1,200 well locations that EQT management says can be drilled to 12,000 foot lateral lengths.  There simply is not the real estate to support management’s claims.

We are presenting our latest findings in detail because we think every Board member should see for themselves the distance between the transaction they have attempted to sell to shareholders

and reality, and ask themselves whether they think they have complied with their fiduciary duty in evaluating this proposed acquisition and presenting it to shareholders.  We also believe that the Board’s insistence on putting the Rice transaction to a shareholder vote before announcing how it intends to address the Company’s persistent sum of the parts discount, in fact even before it begins consideration of this issue, is completely inexcusable.  The Board is in effect asking shareholders to overlook EQT’s history of value-destroying acquisitions and foot-dragging on addressing its undervaluation and trust that the Board will make the right decision for shareholders after winning approval to acquire Rice.  If it was not clear before, we think it is crystal clear now that the Board has not earned that trust.

The case for opposing the Rice acquisition, demanding immediate action to address EQT’s persistent sum of the parts discount, and evaluating significant Board change at EQT is stronger than ever.  Should you wish to discuss this matter further, we can be reached at (212) 455-0900.

Sincerely,

/s/ Barry Rosenstein

Barry Rosenstein

Managing Partner

JANA Partners LLC

Exhibit A

Exhibit B

Exhibit C

Exhibit D

Additional Information

JANA Partners LLC (“JANA”) intends to file with the SEC a definitive proxy statement and an accompanying proxy card to be used to solicit proxies in connection with the upcoming special meeting of shareholders of EQT Corporation (the “Company”), including any adjournments or postponements thereof or any other meeting that may be called in lieu thereof (the “Special Meeting”). Information relating to the participant in such proxy solicitation has been included in a preliminary proxy statement filed by JANA with the SEC on September 11, 2017 and in any amendments to that preliminary proxy statement. Shareholders are advised to read the definitive proxy statement and any other documents related to the solicitation of shareholders of the Company in connection with the Special Meeting when they become available because they will contain important information, including additional information relating to JANA. These materials and other materials filed by JANA in connection with the solicitation of proxies will be available at no charge at the SEC’s website at www.sec.gov. The definitive proxy statement (when available) and other relevant documents filed by JANA with the SEC will also be available, without charge, on request from JANA’s proxy solicitor, Okapi Partners LLC, at (855) 208-8902 or via email at info@okapipartners.com.