X0306 4 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 0001588238 EQT RE, LLC 625 LIBERTY AVENUE SUITE 170 PITTSBURGH PA 15222 0 0 1 0 0001624644 Rice Energy Operating LLC 2200 RICE DRIVE CANONSBURG PA 15317 0 0 1 0 0001627878 Rice Midstream Holdings LLC 400 WOODCLIFF DRIVE CANONSBURG PA 15317 0 0 1 0 0001666989 Rice Midstream GP Management LLC 400 WOODCLIFF DRIVE CANONSBURG PA 15317 0 0 1 0 0001666988 Rice Midstream GP Holdings LP 400 WOODCLIFF DRIVE CANONSBURG PA 15317 0 0 1 0 Common Units representing limited partner interests 2017-11-13 4 J 0 3623 A 3623 I See Footnotes Subordinated units representing limited partner interests 2017-11-13 4 J 0 28753623 A Common Units representing limited partner interests 28753623 28753623 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 4 is being filed jointly by EQT, EQT Investments Holdings, LLC ("Investments Holdings"), EQT Production Company ("EQT Production"), EQT RE, Rice Energy Operating LLC ("REO"), Rice Midstream Holdings LLC ("RMH"), Rice Midstream GP Management LLC ("Rice GP Management") and Rice Midstream GP Holdings LP ("Rice GP Holdings") 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 (cont. from footnote 1) outstanding membership interests of EQT RE. EQT RE and Rice Energy Sub Holdings LLC ("Rice Sub Holdings") directly own 100% of the outstanding membership interests in REO, and EQT RE directly owns 100% of the outstanding membership interests of Rice Sub Holdings. REO and Rice Midstream GP LLC ("Rice GP LLC") directly own 100% of the outstanding membership interests of RMH, and REO directly owns 100% of the outstanding membership interests of Rice GP LLC. RMH and Rice GPH LLC directly own 100% of the outstanding limited partner interests in Rice GP Holdings, which directly holds interests in Rice Midstream Partners LP (the "Issuer"), and RMH directly owns 100% of the outstanding membership interests of Rice GPH LLC and Rice GP Management, the general partner of Rice GP Holdings. EQT, Investments Holdings, EQT Production, EQT RE, REO, RMH and Rice GP Management may therefore be deemed to beneficially own securities of the Issuer owned directly by Rice GP Holdings. 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 /s/ Jimmi Sue Smith, Assistant Treasurer of EQT RE, LLC 2017-11-15 /s/ Jimmi Sue Smith, Assistant Treasurer of Rice Energy Operating LLC 2017-11-15 /s/ Jimmi Sue Smith, Assistant Treasurer of Rice Midstream Holdings LLC 2017-11-15 /s/ Jimmi Sue Smith, Assistant Treasurer of Rice Midstream GP Management LLC 2017-11-15 /s/ Jimmi Sue Smith, Assistant Treasurer of Rice Midstream GP Management LLC, the general partner of Rice Midstream GP Holdings LP 2017-11-15