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. 3)

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)

August 14, 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. [ ]

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 8 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 Page 2 of 8 Pages

1	NAME OF REPORTING PERSON JANA PARTNERS LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (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)		¨
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 SHARES			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5) 5.8%
14	TYPE OF REPORTING PERSON IA

CUSIP No. 26884L109 SCHEDULE 13D/A Page 3 of 8 Pages

1	NAME OF REPORTING PERSONS JONATHAN Z. COHEN
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (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)		¨
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 SHARES			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5) Less than 0.1%
14	TYPE OF REPORTING PERSON IN

CUSIP No. 26884L109 SCHEDULE 13D/A Page 4 of 8 Pages

1	NAME OF REPORTING PERSONS DANIEL C. HERZ
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (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)		¨
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			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5) Less than 0.1%
14	TYPE OF REPORTING PERSON IN

CUSIP No. 26884L109 SCHEDULE 13D/A Page 5 of 8 Pages

1	NAME OF REPORTING PERSONS EDWARD E. COHEN
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (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)		¨
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			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5) Less than 0.1%
14	TYPE OF REPORTING PERSON IN

CUSIP No. 26884L109 SCHEDULE 13D/A Page 6 of 8 Pages

This Amendment No. 3 ("Amendment No.3") 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") and Amendment No. 2 filed with the SEC on July 31, 2017 ("Amendment No. 2", and together with the Original Schedule 13D, Amendment No. 1 and this Amendment No. 3, 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. 3 shall have the meanings set forth in the Schedule 13D. This Amendment No. 3 amends Items 3, 4, 5(a), (b) and (c), 6 and 7 as set forth below.

Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

The two first paragraphs of Item 3 of the Schedule 13D are hereby amended and restated in their entirety as follows:

The 10,134,129 Shares (including options to purchase 1,476,000 Shares) reported herein as beneficially owned by the Reporting Persons were acquired at an aggregate purchase price of approximately $515.9 million.

The 10,017,129 Shares (including options to purchase 1,476,000 Shares) reported herein by JANA were acquired at an aggregate purchase price of approximately $509.2 million. Such Shares were acquired with investment funds in accounts managed by JANA and margin borrowings described in the following sentence. Such Shares are held by the investment funds managed by JANA in commingled margin accounts, which may extend margin credit to JANA from time to time, subject to applicable federal margin regulations, stock exchange rules and credit policies. In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the account. The margin accounts bear interest at a rate based upon the broker's call rate from time to time in effect. Because other securities are held in the margin accounts, it is not possible to determine the amounts, if any, of margin used to purchase the Shares reported herein.

Item 4. PURPOSE OF TRANSACTION.

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

On August 14, 2017, JANA sent a letter to the Issuer attached hereto as Exhibit H and incorporated herein by reference. 

Item 5. INTEREST IN SECURITIES OF THE COMPANY.

Paragraphs (a), (b) and (c) of Item 5 of the Schedule 13D are hereby amended and restated in their entirety as follows:

(a) The aggregate percentage of Shares reported to be beneficially owned by the Reporting Persons is based upon 173,327,000 Shares outstanding, which is the total number of Shares outstanding as of June 30, 2017, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2017, filed with the SEC on July 27, 2017.

CUSIP No. 26884L109 SCHEDULE 13D/A Page 7 of 8 Pages

As of the close of business on the date hereof, JANA may be deemed to beneficially own 10,017,129 Shares (including options to purchase 1,476,000 Shares), representing approximately 5.8% of the Shares outstanding.

As of the close of business on the date hereof, Mr. J. Cohen may be deemed to beneficially own 75,000 Shares, representing less than 0.1% of the Shares outstanding.

As of the close of business on the date hereof, Mr. Herz may be deemed to beneficially own 7,000 Shares, representing less than 0.1% of the Shares outstanding.

As of the close of business on the date hereof, Mr. E. Cohen may be deemed to beneficially own 35,000 Shares, representing less than 0.1% of the Shares outstanding.

By virtue of the Nominee Agreements and the Cooperation Agreement, JANA, each of the Potential Nominees and Mr. E. Cohen may be deemed to have formed a "group" within the meaning of Section 13(d)(3) of the Exchange Act and may be deemed to beneficially own an aggregate of 10,134,129 Shares (including options to purchase 1,476,000 Shares), representing approximately 5.8% of the outstanding Shares. Each Potential Nominee expressly disclaims beneficial ownership of the Shares beneficially owned by JANA, each other Potential Nominee and Mr. E. Cohen. JANA expressly disclaims beneficial ownership of the Shares beneficially owned by each Potential Nominee and Mr. E. Cohen. Mr. E. Cohen expressly disclaims beneficial ownership of the Shares beneficially owned by JANA and each Potential Nominee.

(b) JANA has sole voting and dispositive power over the 10,017,129 Shares (including options to purchase 1,476,000 Shares), which power is exercised by the Principal. Mr. J. Cohen has sole voting and dispositive power over the 75,000 Shares beneficially owned by him. Mr. Herz has sole voting and dispositive power over the 7,000 Shares beneficially owned by him. Mr. E. Cohen has sole voting and dispositive power over the 35,000 Shares beneficially owned by him.

(c) Information concerning transactions in the Shares effected by JANA since the filing of Amendment No. 2 is set forth in Exhibit I hereto and is incorporated herein by reference. The other Reporting Persons did not effect any transactions in the Shares since the filing of Amendment No. 2.

Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

The third paragraph of Item 6 of the Schedule 13D is hereby amended and restated in its entirety as follows:

JANA beneficially owns 14,760 call options for 1,476,000 Shares with strike prices ranging from $45 - $47.5. The call options expire on August 31, 2017.

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 H:	Letter dated August 14, 2017 sent by JANA to the Issuer.
Exhibit I:	Transactions in the Shares effected since the Filing of Amendment No. 2.

CUSIP No. 26884L109 SCHEDULE 13D/A Page 8 of 8 Pages

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: August 14, 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

EX-99

EXHIBIT H

August 14, 2017

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

Ladies & Gentlemen,

JANA Partners LLC (“we” or “us”) and our industry partners together own almost 6% of the outstanding shares of EQT Corporation (“EQT” or the “Company”).  As you know, we believe that EQT’s proposed acquisition of Rice Energy (“Rice”) would result in the Company paying more than the actual value of the originally-claimed transaction synergies to Rice shareholders and substantially diluting the value of an eventual separation to current EQT shareholders by issuing significantly undervalued shares to pay for this acquisition. As we have also made clear, we believe the “new” synergies EQT management claimed to have discovered recently after we announced our opposition to this acquisition are specious at best, as evidenced by management’s unwillingness to commit to these $7.5 billion in supposed new synergies in fact being worth anything at all. The question of course remains why EQT has gone to such great lengths to sell this value-destructive acquisition to shareholders, versus pursuing an immediate value-maximizing separation, particularly given the standard presumption that the interests of company management are at least generally aligned with shareholders. A review of EQT’s compensation policy provides at least one answer: EQT’s perverse compensation structure in fact incentivizes management to pursue this suboptimal, dilutive acquisition, no matter the cost to EQT shareholders.

As detailed in EQT’s proxy and 10-K filings, management’s long-term incentive compensation (the largest component of total compensation) is significantly influenced by 3-year average production growth. This growth however can be achieved by any means and is not measured on a per share basis, meaning that even value dilutive acquisitions paid for with undervalued stock, like the Rice transaction, can drive up management compensation simply by the acquisition of production volume. While it is true that Total Shareholder Return (TSR) ranking is also a determinant of incentive compensation, production growth is the only variable that is entirely within management’s control, and in any event the TSR payout structure is largely insensitive to actual share price changes.¹ EQT’s ranking among peers is further protected by including only a few companies with

¹ There are eight payout levels based on EQT’s TSR ranking versus a peer group of 23-26 companies (including EQT). Each payout level corresponds to a shift in EQT’s ranking by three positions, which corresponds to a large difference in TSR (20% on average based on actual peer TSR range in the two most recently completed 3-year performance periods ending December 31, 2015 and December 31, 2016).

meaningful midstream exposure and by arbitrarily assigning a negative 100% TSR to peers that are acquired, thereby moving the acquired companies which were usually the best performers to the very bottom of the ranks. This practice conveniently pushed EQT’s TSR ranking upwards and boosted payout by 40% of targeted awards in each of the two most recently completed 3-year performance periods (for the 3 years ending December 31, 2015 and December 31, 2016).

This structure incentivizes management to acquire production to achieve its incentive targets, and this appears to be precisely what EQT management has done. As set forth in EQT’s latest proxy, in order for management to receive the maximum annual payout for production growth for the next 3 years, production would need to grow at a CAGR of 25% for the 2015-2018 and 2016-2019 periods. Per management’s projections in the proxy, EQT’s production growth is currently significantly below this target, with an estimated CAGR of 16.6% and 14.7% for such periods, respectively (and will be even lower given the recent decision to curtail production in West Virginia). A Rice acquisition would immediately make up for this shortfall, boosting production growth for these periods to approximately 37% and 36% merely by combining the two companies, and without achieving any of management’s claimed synergies. This maneuvering boosts EQT management’s incentive compensation, which at the current TSR ranking would be worth approximately $50 million, with the bulk of this compensation going to CEO Steven Schlotterbeck and Executive Chairman David L. Porges. This payout boost also helps make sense of EQT’s decision to walk away from a more attractively priced deal to acquire Rice last summer when the Company’s shares were at $76, but to restart discussions in 2017 when it was increasingly clear that EQT would not hit its incentive plan production growth targets, even though EQT’s stock price had by that point fallen to approximately $58 per share, substantially increasing the dilution to shareholders from issuing new shares.

The proposed Rice acquisition also does not appear to be the first instance where EQT management has used wasteful acquisitions or dilutive share issuances to help achieve production growth. For example, despite acknowledging on July 23, 2015 that at $76 its shares were trading at a significant discount, particularly given that its E&P business was being valued by the market at “less than half the multiple of our Marcellus peers,”² and despite acknowledging on more than one occasion that the Company did not need to raise external funding, in February 2016 EQT issued almost $500 million in new equity and in May 2016 issued another $800 million, in each case at prices well below $76, to fund asset acquisitions in West Virginia. In fact, since May 2016 the Company has spent approximately $1.6 billion of shareholder capital on acquisitions, 90% of which have been in West Virginia, a state in which the Company recently announced it would curtail drilling just one year after acquiring the acreage due to permitting challenges (which with any diligence would have been readily apparent at the time of the acquisition and serves to highlight the risks of even small scale M&A).

The annual cash incentive component of EQT’s management compensation plan may provide further explanation for management’s desire to bulk up instead of pursuing a path to unlock value through a separation of the midstream business. This is because management’s annual cash bonus is based on achieving an annual EBITDA target and separating midstream would remove a large, stable, and growing driver of these annual cash bonuses. Moreover, should EQT continue its prior practice of calculating the maximum bonus pool at 2% of EBITDA (regardless of whether growth from the prior year is the result of M&A), the Rice transaction would create a windfall by increasing the senior management cash bonus pool by approximately $130 million for the 2018 to 2021 period.

² Management commentary; second quarter 2015 earnings call; July 23, 2015.

In short, as Reuters Breakingviews recently noted, these warped management incentives “may help explain why [CEO] Schlotterbeck has been squandering cash to accumulate assets,” and “[b]uying Rice could well deliver more of the same.”³ EQT’s suboptimal compensation policy also brings into sharper focus the larger governance issues on the Board, including a lead director with a 20 year tenure (raising serious doubts about his independence) who also sits on the compensation committee, which is chaired by another director who has sat on the Board for more than 10 years. We also note that the Company has an executive committee with the power to take action on behalf of the full Board when it is not in session, on which the CEO, the lead director, and the executive chairman (who is the former CEO) all sit, thus potentially magnifying the power of management in making decisions.

For these reasons, we believe it is clearer than ever that EQT shareholders should reject the proposed Rice acquisition, unless of course EQT management is willing to forsake the millions in additional compensation they would receive for this value-destroying transaction and accept a substitute incentive plan based on the percentage of the far-fetched synergies they have promised that they actually deliver. It is also clearer than ever that EQT has no justification for putting off announcing its plan to address the Company’s substantial sum of the parts discount until the end of 2018, particularly given the risk that the Company pursues a path that would enrich management, such as selling the midstream business in a taxable transaction and using the proceeds to make acquisitions to meet future production targets, rather than maximize shareholder value by spinning off the midstream business. Lastly, we continue to believe that it may be necessary to add new Board members and we are prepared if necessary to nominate highly-qualified and independent nominees.  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

³ “Burnt Rice”; Lauren Silva Laughlin; Reuters BreakingViews; August 4, 2017.

EX-99

EXHIBIT I

Transactions in Shares of the Issuer Since the Filing of Amendment No. 2

The following table sets forth all transactions in the Shares effected since the filing of Amendment No. 2 by the Reporting Persons. Except as otherwise noted, all such transactions were effected in the open market through brokers and the price per share is net of commissions.

JANA

Trade Date	Shares Purchased (Sold)	Price Per Share ($)
08/04/2017	387,500*	47.50

* Exercise of options reported in the Schedule 13D.