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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Deferred Compensation-Phantom Units | (3) | 11/13/2017 | A | 380 | (4) | (4) | Common Stock | 380 | $ 0 | 380 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Rice Daniel J. IV 625 LIBERTY AVENUE, SUITE 1700 PITTSBURGH, PA 15222 |
X | |||
| /s/ Jonathan M. Lushko, Attorney-in-Fact for Daniel J. Rice IV | 11/15/2017 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | 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 (the "Company") and Eagle Merger Sub I, Inc. ("Merger Sub"), Merger Sub merged with and into Rice (the "Merger"), with Rice continuing as the surviving entity and as a wholly owned indirect subsidiary of the Company. Pursuant to the Merger Agreement, each share of Rice common stock issued and outstanding converted into the right to receive: (A) 0.37 shares of Company common stock, and (B) $5.30 in cash, without interest (the "Merger Exchange"). As a result of the Merger Exchange, the Reporting Person received the Company common stock reported on Table I in exchange for 339,524 shares of Rice common stock. |
| (2) | Pursuant to the Merger Agreement, each outstanding award of performance stock units (each, a "Rice PSU") granted pursuant to Rice's 2014 Long-Term Incentive Plan (the "Rice LTIP") became vested and performance conditions in respect of such awards were deemed satisfied at the maximum performance level specified in the applicable Rice PSU award, and each outstanding award of restricted stock units (each, a "Rice RSU") granted pursuant to the Rice LTIP became vested. The Rice PSUs and Rice RSUs were converted into Rice common stock on a one-for-one basis upon the closing of the Merger and will be settled following the closing, subject to the effectiveness of the Reporting Person's release of claims in favor of the Company. At such time, the Reporting Person intends to file an amended Form 4 to reflect such effectiveness and the tax withholding associated with the shares reported on this Form 4. |
| (3) | Each phantom unit is the economic equivalent of one share of common stock. |
| (4) | Award represents compensation that is deferred until retirement. |