Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
EQT Corp
   2. Issuer Name and Ticker or Trading Symbol
EQT Midstream Partners, LP [EQM] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) __X__ Other (specify below)
Director by deputization
(Last)
(First)
(Middle)
625 LIBERTY AVENUE, SUITE 1700		 3. Date of Earliest Transaction (Month/Day/Year)
05/07/2014
(Street)

PITTSBURGH, PA 15222		 4. If Amendment, Date 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
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Units 05/07/2014   J(1)(2)   516,050 A (1) (2) 3,959,952 I See Footnotes (1) (2)

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
EQT Corp
625 LIBERTY AVENUE
SUITE 1700
PITTSBURGH, PA 15222		     X   Director by deputization
EQT Midstream Investments, LLC
625 LIBERTY AVENUE
PITTSBURGH, PA 15222		     X   Director by deputization
EQT Investments Holdings, LLC
101 CONVENTION CENTER DRIVE, SUITE 850
LAS VEGAS, NV 89109		     X   Director by deputization
EQT Production Co
625 LIBERTY AVENUE, SUITE 1700
PITTSBURGH, PA 15222		     X   Director by deputization
EQT Gathering Holdings, LLC
625 LIBERTY AVENUE, SUITE 1700
PITTSBURGH, PA 15222		     X   Director by deputization
EQT Gathering, LLC
625 LIBERTY AVENUE, SUITE 1700
PITTSBURGH, PA 15222		     X   Director by deputization

Signatures

 /s/ Philip P. Conti, Senior Vice President and CFO of EQT Corporation   05/07/2014
**Signature of Reporting Person Date
 /s/ Randall L. Crawford, President of EQT Gathering, LLC, the sole member of EQT Midstream Investments, LLC   05/07/2014
**Signature of Reporting Person Date
 /s/ Joshua C. Miller, Vice President of EQT Investments Holdings, LLC   05/07/2014
**Signature of Reporting Person Date
 /s/ Steven T. Schlotterbeck, President of EQT Production Company   05/07/2014
**Signature of Reporting Person Date
 /s/ Randall L. Crawford, President of EQT Gathering, LLC   05/07/2014
**Signature of Reporting Person Date
 /s/ Randall L. Crawford, President of EQT Gathering Holdings, LLC   05/07/2014
**Signature of Reporting Person Date

Explanation of Responses:

* 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) This Form 4 is being filed jointly by EQT Corporation (EQT), EQT Midstream Investments, LLC (Midstream Investments), EQT Investments Holdings, LLC (Investments Holdings), EQT Production Company (EQT Production), EQT Gathering Holdings, LLC (Gathering Holdings) and EQT Gathering, LLC (EQT Gathering) in connection with the sale of certain midstream assets by EQT to EQT Midstream Partners, LP (Issuer) pursuant to that certain Contribution Agreement by and among the Issuer, EQT Midstream Services, LLC, (General Partner), EQM Gathering Opco, LLC and EQT Gathering, dated April 30, 2014, in which the Issuer acquired certain midstream assets for aggregate consideration of approximately $1.18 billion, consisting of (i) a $1.12 billion cash payment, (ii) 516,050 common units of the Issuer issued to Midstream Investments and (iii) 262,828 general partner units of the Issuer issued to the General Partner.
(2) The common units of the Issuer are owned directly by Midstream Investments. 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 owns 100% of the membership interests of Gathering Holdings. Gathering Holdings owns 100% of the membership interests of EQT Gathering. EQT Gathering directly owns 100% of the membership interests of Midstream Investments. EQT, Investments Holdings, EQT Production, Gathering Holdings and EQT Gathering may therefore be deemed to beneficially own common units of the Issuer owned directly by Midstream Investments.

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