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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1. Name and Address of Reporting Person * EQT Corp   2. Issuer Name and Ticker or Trading Symbol EQT GP Holdings, LP [EQGP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 625 LIBERTY AVENUE, SUITE 1700 3. Date of Earliest Transaction (Month/Day/Year) 05/15/2015 (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 05/15/2015   J(1)   266,165,000 A (1) 266,165,000 I FN (1) (2) Common Units 05/15/2015   J(3)   26,450,000 D $ 27 239,715,000 I FN (2) (3)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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
EQT Gathering Holdings, LLC 625 LIBERTY AVENUE, SUITE 1700 PITTSBURGH, PA 15222		X
EQT Production Co 625 LIBERTY AVENUE, SUITE 1700 PITTSBURGH, PA 15222		X
EQT Investments Holdings, LLC 101 CONVENTION CENTER DRIVE, SUITE 850 LAS VEGAS, NV 89109		X

Signatures

/s/ Randall L. Crawford, President of EQT Gathering Holdings, LLC		05/15/2015
**Signature of Reporting Person		Date
/s/ Steven T. Schlotterbeck, President of EQT Production Company		05/15/2015
**Signature of Reporting Person		Date
/s/ Joshua C. Miller, Vice President of EQT Investments Holdings, LLC		05/15/2015
**Signature of Reporting Person		Date
/s/ Philip P. Conti, Senior Vice President & Chief Financial Officer of EQT Corporation		05/15/2015
**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)	Pursuant to a recapitalization in connection with the initial public offering of the Issuer's common units, 99.9% of the outstanding limited partner interests of the Issuer were converted into 265,899,000 common units of the Issuer held by EQT Gathering Holdings, LLC (Gathering Holdings), and the remaining 0.1% of the outstanding limited partner interests of the Issuer were converted into 266,000 common units of the Issuer held by EQT GP Corporation.
(2)	This Form 4 is being filed jointly by EQT Corporation (EQT), EQT Investments Holdings, LLC (Investments Holdings), EQT Production Company (EQT Production) and Gathering Holdings. The common units of the Issuer are owned directly by Gathering Holdings and EQT GP Corporation. Gathering Holdings is the sole stockholder of EQT GP Corporation. EQT Production directly owns 100% of the outstanding membership interests of Gathering Holdings. Investments Holdings is the sole stockholder of EQT Production. EQT directly owns 100% of the outstanding membership interests of Investments Holdings. 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.
(3)	On May 15, 2015, Gathering Holdings sold 26,450,000 common units of the Issuer to the public in connection with the initial public offering of the Issuer at a price of $27.00 per common unit.

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