SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* EQT Corp (Last) (First) (Middle) 625 LIBERTY AVENUE SUITE 1700 (Street) PITTSBURGH PA 15222 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 05/11/2015	3. Issuer Name and Ticker or Trading Symbol EQT GP Holdings, LP [ EQGP ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Units representing limited partner interests	0(1)(2)	I	See Footnote(1)(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* EQT Corp (Last) (First) (Middle) 625 LIBERTY AVENUE SUITE 1700 (Street) PITTSBURGH PA 15222 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* EQT Gathering Holdings, LLC (Last) (First) (Middle) 625 LIBERTY AVENUE, SUITE 1700 (Street) PITTSBURGH PA 15222 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* EQT Production Co (Last) (First) (Middle) 625 LIBERTY AVENUE, SUITE 1700 (Street) PITTSBURGH PA 15222 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* EQT Investments Holdings, LLC (Last) (First) (Middle) 101 CONVENTION CENTER DRIVE, SUITE 850 (Street) LAS VEGAS NV 89109 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. This Form 3 is being filed jointly by EQT Gathering Holdings, LLC ("Gathering Holdings"), EQT Production Company ("EQT Production"), EQT Investments Holdings, LLC ("Investments Holdings") and EQT Corporation ("EQT") in connection with the effectiveness of the Issuer's Registration Statement on Form S-1 (File No. 333-202053). 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 Gathering Holdings. Gathering Holdings owns 100% of the common stock of EQT GP Corporation. EQT, Investments Holdings, EQT Production and Gathering Holdings may therefore be deemed to beneficially own securities of the Issuer owned directly by EQT GP Corporation and Gathering Holdings.

2. As of May 11, 2015, Gathering Holdings owns a 99.9% limited partner interest in the Issuer and EQT GP Corporation owns a 0.1% limited partner interest in the Issuer.

	/s/ Randall L. Crawford, President of EQT Gathering Holdings, LLC	05/11/2015
	/s/ Steven T. Schlotterbeck, President of EQT Production Company	05/11/2015
	/s/ Joshua C. Miller, Vice President of EQT Investments Holdings, LLC	05/11/2015
	/s/ Philip P. Conti, Senior Vice President & Chief Financial Officer of EQT Corporation	05/11/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
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