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) 05/22/2018	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	276,008,766(1)(2)(3)(4)(5)(6)(7)	I	See Footnote(1)(2)(3)(4)(5)(6)(7)

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 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)

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 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 RE, LLC (Last) (First) (Middle) 625 LIBERTY AVENUE SUITE 170 (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* Rice Energy Operating 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* Rice Midstream 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* Rice Midstream GP Management 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* Rice Midstream GP Holdings LP (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)

Explanation of Responses:

1. This Form 3 with respect to ownership of common units (Common Units) representing limited partner interests in EQT GP Holdings, LP (the Issuer) is jointly filed by: (i) EQT Corporation, a Pennsylvania corporation (EQT); (ii) EQT Investments Holdings, LLC, a Delaware limited liability company (Investments Holdings); (iii) EQT Production Company, a Pennsylvania corporation (EPC); (iv) EQT Gathering Holdings, LLC, a Delaware limited liability company (Gathering Holdings); (v) EQT RE, LLC, a Delaware limited liability company (EQT RE); (vi) Rice Energy Operating LLC, a Delaware limited liability company (REO); (vii) Rice Midstream Holdings LLC, a Delaware limited liability company (Rice Midstream Holdings); (viii) Rice Midstream GP Management LLC, a Delaware limited liability company (GP Management); and (sentence continues in next footnote)

2. (continued from footnote 1) (ix) Rice Midstream GP Holdings LP, a Delaware limited partnership (RMGH, and together with EQT, Investments Holdings, EPC, Gathering Holdings, EQT RE, REO, Rice Midstream Holdings and GP Management, the Reporting Persons).

3. Gathering Holdings is a limited partner of the Issuer holding approximately 79.2% of the outstanding Common Units, and is the sole stockholder of EQT GP Corporation, a Delaware corporation and limited partner of the Issuer holding approximately 0.1% of the outstanding Common Units (GP Corporation). Gathering Holdings is also the sole member of EQT GP Services, LLC, a Delaware limited liability company and the general partner of the Issuer (the General Partner). EPC is the sole member of Gathering Holdings. Investments Holdings is the sole stockholder of EPC. EQT is a publicly traded company and the sole member of Investments Holdings. RMGH is managed by GP Management, its general partner, and has no directors or executive officers. GP Management, Rice Midstream Holdings, REO, EQT RE, Gathering Holdings and Investments Holdings are manager-managed limited liability companies and direct or indirect wholly owned subsidiaries of EQT.

4. As of May 22, 2018, the number of Common Units issued and outstanding is 302,458,766. The following is a summary of the beneficial ownership of Common Units of each Reporting Person: (a) Gathering Holdings is the record and beneficial owner of 239,449,000 Common Units, which represent approximately 79.2% of the outstanding Common Units, and, through its sole ownership of GP Corporation, Gathering Holdings beneficially owns an additional 266,000 Common Units, which represent approximately 0.1% of the outstanding Common Units; (b) RMGH is the record and beneficial owner of 36,293,766 Common Units, which represent approximately 12.0% of the outstanding Common Units; (c) GP Management does not directly own any Common Units; however, as the general partner of RMGH, it may be deemed to beneficially own the 36,293,766 Common Units beneficially owned by RMGH, which represent approximately 12.0% of the outstanding Common Units; (sentence continues in next footnote)

5. (continued from footnote 4) (d) Rice Midstream Holdings does not directly own any Common Units; however, as the sole member of GP Management and direct or indirect owner of 100% of the limited partner interests in RMGH, it may be deemed to beneficially own the 36,293,766 Common Units beneficially owned by RMGH, which represent approximately 12.0% of the outstanding Common Units; (e) REO does not directly own any Common Units; however, as the direct or indirect owner of Rice Midstream Holdings, GP Management and RMGH, it may be deemed to beneficially own the 36,293,766 Common Units beneficially owned by RMGH, which represent approximately 12.0% of the outstanding Common Units; (f) EQT RE does not directly own any Common Units of the Issuer; however, as the direct or indirect owner of REO, Rice Midstream Holdings, GP Management and RMGH, it may be deemed to beneficially own the 36,293,766 Common Units beneficially owned by RMGH, (sentence continues in next footnote)

6. (continued from footnote 5) which represent approximately 12.0% of the outstanding Common Units; (g) EPC does not directly own any Common Units; however, as the sole member of Gathering Holdings and EQT RE and indirect owner of REO, Rice Midstream Holdings, GP Management and RMGH, it may be deemed to beneficially own the 239,715,000 Common Units beneficially owned by Gathering Holdings and the 36,293,766 Common Units beneficially owned by RMGH, which represent in the aggregate approximately 91.3% of the outstanding Common Units; (h) Investments Holdings does not directly own any Common Units; however, as the sole shareholder of EPC and indirect owner of Gathering Holdings, EQT RE, REO, Rice Midstream Holdings, GP Management and RMGH, it may be deemed to beneficially own the 239,715,000 Common Units beneficially owned by Gathering Holdings and the 36,293,766 Common Units beneficially owned by RMGH, (sentence continues in next footnote)

7. (continued from footnote 6) which represent in the aggregate approximately 91.3% of the outstanding Common Units; and (i) EQT does not directly own any Common Units of the Issuer; however, as the sole member of Investments Holdings and indirect owner of EPC, Gathering Holdings, EQT RE, REO, Rice Midstream Holdings, GP Management and RMGH, it may be deemed to beneficially own the 239,715,000 Common Units beneficially owned by Gathering Holdings and the 36,293,766 Common Units beneficially owned by RMGH, which represent in the aggregate approximately 91.3% of the outstanding Common Units.

	/s/ Robert J. McNally Senior Vice President and Chief Financial Officer of EQT Corporation	05/22/2018
	/s/ Joshua C. Miller Vice President of EQT Investments Holdings, LLC	05/22/2018
	/s/ David E. Schlosser, Jr. President of EQT Production Company	05/22/2018
	/s/ Jeremiah J. Ashcroft III President of EQT Gathering Holdings, LLC	05/22/2018
	/s/ David E. Schlosser, Jr. President of EQT RE, LLC	05/22/2018
	/s/ David E. Schlosser, Jr. President of Rice Energy Operating LLC	05/22/2018
	/s/ Jeremiah J. Ashcroft III President of Rice Midstream Holdings LLC	05/22/2018
	/s/ Jeremiah J. Ashcroft III President of Rice Midstream GP Management LLC	05/22/2018
	/s/ Jeremiah J. Ashcroft III President of Rice Midstream GP Management LLC, as general partner of Rice Midstream GP Holdings LP	05/22/2018
	** Signature of Reporting Person	Date
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