| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| holding | EQT | Common Stock | 43.9M | Aug 22, 2023 | See footnotes | F1, F2, F3, F4, F5 |
| Id | Content |
|---|---|
| F1 | Received in connection with the consummation of the transactions contemplated by that certain Amended and Restated Purchase Agreement, dated as of December 23, 2022 (as amended, the "Purchase Agreement"), by and among EQT Corporation (the "Issuer"), EQT Production Company (the "Buyer" and, together with the Issuer, the "EQT Parties"), THQ Appalachia I, LLC (the "Upstream Seller"), THQ-XcL Holdings I, LLC (the "Midstream Seller" and, together with the Upstream Seller, the "Sellers") and the subsidiaries of the Sellers named on the signature pages thereto, wherein the EQT Parties acquired the Sellers' upstream oil and gas assets and gathering and processing assets through the Buyer's acquisition of all of the issued and outstanding membership interests in THQ Appalachia I Midco, LLC and THQ-XcL Holdings I Midco, LLC in exchange |
| F2 | (continued from footnote 1) for 49,599,796 shares of the Issuer's common stock, no par value (the "Common Stock") and approximately $2.4 billion in cash, subject to customary post-closing adjustments. |
| F3 | This Form 3 is being jointly filed by QEM VI, LLC ("QEM VI"), Q-TH Appalachia (VI) Investment Partners, LLC ("Q-TH"), and Q-XcL Holdings I (VI) Investment Partners, LLC ("Q-XcL"). As of the date of this Form 3, Q-TH directly holds 33,137,359 shares of Common Stock and Q-XcL directly holds 10,808,749 shares of Common Stock. QEM VI is the managing member of each of Q-XcL and Q-TH. Therefore, QEM VI may be deemed to share voting and dispositive power over the securities held by Q-XcL and Q-TH and may also be deemed to be the beneficial owner of such securities. QEM VI disclaims beneficial ownership of such securities, including in the Common Stock reported herein, in excess of its pecuniary interest in the securities. Any decision taken by QEM VI to vote, or to direct to vote, and to dispose, or to direct the disposition of, the securities held by each of Q-XcL and Q-TH must respectively be approved by a majority of the members of QEM VI's investment committee, |
| F4 | (continued from footnote 3) and such majority must include S. Wil VanLoh, Jr. Therefore, Mr. VanLoh may be deemed to share voting and dispositive power over the securities held by QEM VI and may also be deemed to be the beneficial owner of such securities. Mr. VanLoh disclaims beneficial ownership of the Common Stock held by Q-XcL and Q-TH in excess of his pecuniary interest in such Common Stock. Pursuant to that certain Voting Trustee Agreement (the "Voting Trustee Agreement"), dated as of August 24, 2023 (the "Assignment Date"), by and among Q-TH, Q-XcL, U.S. Bank Trust Company, National Association (the "Voting Trustee"), and, for the limited purposes set forth therein, the Issuer, each of Q-XcL and Q-TH assigned any and all of its respective voting power with respect to the Common Stock reported herein to the Voting Trustee. Pursuant to the Voting Trustee Agreement, as of the Assignment |
| F5 | (continued from footnote 4) Date and until the date on which the Voting Trustee Agreement is terminated pursuant to its terms, none of Mr. VanLoh, QEM VI, Q-XcL or Q-TH hold or will hold or share or will share any voting power with respect to any of the Common Stock reported in this Form 3. |