X0206 3 2017-11-13 0 0001620928 Rice Midstream Partners LP RMP 0000033213 EQT Corp 625 LIBERTY AVENUE SUITE 1700 PITTSBURGH PA 15222 0 0 1 0 0001552977 EQT Investments Holdings, LLC 101 CONVENTION CENTER DRIVE, SUITE 850 LAS VEGAS NV 89109 0 0 1 0 0001607430 EQT Production Co 625 LIBERTY AVENUE, SUITE 1700 PITTSBURGH PA 15222 0 0 1 0 Common Units representing limited partner interests 0 I See Footnotes Subordinated Units representing limited partner interests Common Units representing limited partner interests 0 I See Footnotes 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 ("EQT") and Eagle Merger Sub I, Inc. ("Merger Sub"), Merger Sub merged with and into Rice (the "Merger"), with Rice (now EQT RE, LLC ("EQT RE")) continuing as the surviving entity and as a wholly owned indirect subsidiary of EQT. This Form 3 is being filed jointly by EQT, EQT Investments Holdings, LLC ("Investments Holdings"), and EQT Production Company ("EQT Production") in connection with the closing of the Merger. EQT directly owns 100% of the outstanding membership interests of Investments Holdings. Investments Holdings directly owns 100% of the common stock of EQT Production. EQT Production directly owns 100% of the outstanding membership interests of EQT RE. EQT RE indirectly owns interests in Rice Midstream Partners LP (the "Issuer"). (cont. from footnote 1) EQT, Investments Holdings, and EQT Production may therefore be deemed to beneficially own securities of the Issuer owned directly by EQT RE through its subsidiaries. The Subordinated Units have no expiration date and will convert into Common Units on a one-for-one basis at the end of the "subordination period" described in the Issuer's Prospectus (File No. 333-199932) filed with the Securities and Exchange Commission on December 18, 2014. /s/ Jimmi Sue Smith, Chief Accounting Officer of EQT Corporation 2017-11-15 /s/ Joshua C. Miller, Vice President of EQT Investments Holdings, LLC 2017-11-15 /s/ Jimmi Sue Smith, Assistant Treasurer of EQT Production Company 2017-11-15