UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

~~PURSUANT~~Date TOof ~~SECTION~~report 13(Date ORof earliest event reported): November 15, 2017 (D)November 13, 2017)

OFEQT ~~THE~~RE, ~~SECURITIES~~LLC (successor ~~EXCHANGE~~in ~~ACT~~interest OFto ~~1934~~RICE ENERGY INC.)

Date of report (Date of earliest event reported): November 9, 2017

RICE ENERGY INC.

(Exact name of registrant as specified in its charter)

Delaware		001-36273		4682-~~3785773~~2738937
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

~~2200~~625 ~~Rice~~Liberty ~~Drive~~Avenue, Suite 1700 Pittsburgh, Pennsylvania 15222

Canonsburg, Pennsylvania 15317

(Address of Principal Executive Offices) (Zip Code)

(~~724~~412) ~~271~~553-~~7200~~ 5700

Registrant’s telephone number, including area code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐ o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ o

~~Item~~Introductory 5Note.~~07 Submission of Matters to a Vote of Security Holders.~~

On November 13, 2017, Rice Energy Inc. (~~the~~ “~~Company~~Rice”) ~~held~~became ~~its~~a ~~Special~~wholly ~~Meeting~~owned subsidiary of ~~Stockholders~~EQT inCorporation ~~Canonsburg, Pennsylvania on November 9, 2017~~ (~~the~~ “~~Special Meeting~~EQT”). Atpursuant ~~the Special Meeting, the Company’s stockholders were requested~~ to ~~(1) adopt~~ the Agreement and Plan of Merger, dated as of June 19, 2017, ~~among~~(as ~~the~~amended ~~Company,~~by ~~EQT~~Amendment ~~Corporation,~~No. 1 ~~and~~thereto ~~Eagle~~dated ~~Merger~~as ~~Sub~~of IOctober 26, ~~Inc. (as it may be amended from time to time~~2017, the “Merger Agreement”), ~~(2)~~by ~~approve~~and among Rice, onEQT anand ~~advisory~~Eagle ~~(non-binding)~~Merger ~~basis~~Sub I, Inc. ~~the~~(“Merger ~~compensation~~Sub”), ~~that~~a ~~may~~wholly beowned ~~paid~~indirect orsubsidiary ~~become~~of ~~payable~~EQT. Pursuant to the ~~Company’s~~terms ~~named~~of ~~executive~~the ~~officers~~Merger inAgreement, ~~connection~~on ~~with~~November 13, ~~the merger~~2017, ~~and~~Merger ~~(3) approve~~Sub ~~the~~merged ~~adjournment~~with ofand ~~the~~into ~~Special~~Rice ~~Meeting,~~(the ~~if necessary~~“Merger”) orwith ~~appropriate,~~Rice tocontinuing ~~solicit~~as ~~additional~~the ~~proxies~~surviving ifcorporation ~~there~~in ~~are~~the ~~not~~Merger ~~sufficient~~and ~~votes~~a towholly ~~adopt~~owned ~~the~~indirect ~~Merger~~subsidiary ~~Agreement~~of EQT. ~~The~~Immediately ~~following~~after ~~are~~ the ~~final~~effective ~~voting~~time ~~results~~of onthe ~~proposals~~Merger ~~considered~~(the ~~and~~“Effective ~~voted~~Time”), ~~upon at~~ the ~~Special~~surviving ~~Meeting,~~corporation ~~each~~in ofthe ~~which~~Merger iswas ~~more fully~~merged ~~described~~with inand ~~the~~into ~~Company’s~~EQT ~~proxy~~RE, ~~statement~~LLC, ~~which~~another ~~was~~wholly ~~filed~~owned ~~with~~indirect subsidiary of EQT (the ~~Securities~~“Post-Closing ~~and~~Merger”). ~~Exchange~~Following ~~Commission~~the onPost-Closing ~~October 12~~Merger, ~~2017~~EQT RE, ~~and~~LLC asbecame ~~was~~the ~~supplemented~~successor onin ~~October 26,~~interest ~~2017~~to ~~and October 31, 2017~~Rice.

~~Proposal~~Item ~~No.~~ 1:.02. ~~The~~Termination ~~proposal~~of toa ~~adopt~~Material ~~the~~Definitive ~~Merger~~ Agreement ~~was approved as follows:~~ .

For		Against		Abstain
181,029,945		91,380		744,408

In connection with the consummation of the Merger described in Item 2.01 below, on November 13, 2017, all outstanding obligations in respect of principal, interest and fees under (a) that certain Fourth Amended and Restated Credit Agreement, dated as of October 19, 2016, by and among Rice as parent guarantor, Rice Energy Operating LLC, as borrower, Wells Fargo Bank, N.A., as administrative agent, and the lenders and other parties thereto, and (b) that certain Credit Agreement, dated as of December 22, 2014, by and among Rice Midstream Holdings LLC, as borrower, Wells Fargo Bank, N.A., as administrative agent, and the lenders and other parties thereto (collectively, the “Credit Agreements”), were repaid and the Credit Agreements were terminated.

~~Proposal~~Also Noin connection with the consummation of the Merger described in Item 2.01 below, on October 2:12, ~~The~~2017, ~~proposal~~Rice tocalled ~~approve~~for redemption all of its outstanding 6.25% Senior Notes due 2022 (the ~~compensation~~“2022 ~~that~~Notes”) ~~may~~and beall ~~paid~~of orits ~~become payable~~outstanding to7.25% Senior Notes due 2023 (the ~~Company’s~~“2023 ~~named~~Notes”). The ~~executive~~2022 ~~officers~~Notes inand the 2023 Notes were redeemed and cancelled on November 13, 2017. In connection with the ~~merger~~redemption, ~~was~~Rice ~~approved~~satisfied and discharged that certain Indenture, ondated anas ~~advisory~~of ~~(non-binding)~~April 25, ~~basis~~2014, by and among Rice, as ~~follows:~~issuer, the guarantors party thereto and Wells Fargo Bank, National Association, as trustee, relating to the 2022 Notes and that certain Indenture, dated as of March 26, 2015, by and among Rice, as issuer, the guarantors party thereto and Wells Fargo Bank, National Association, as trustee, relating to the 2023 Notes.

For		Against		Abstain
179,292,542		1,729,449		843,743

Item 2.01. Completion of Acquisition or Disposition of Assets.

~~Proposal~~At ~~No. 3:~~the ~~The~~Effective ~~approval~~Time, each share of the ~~adjournment~~common stock, par value $0.01 per share, of Rice (the ~~Special~~“Rice ~~Meeting,~~Common ifStock”) ~~necessary~~ issued and outstanding immediately prior to the Effective Time (other than shares of Rice Common Stock held by EQT or ~~appropriate~~certain of its subsidiaries, shares held by Rice in treasury or shares with respect to ~~solicit~~which ~~additional~~appraisal ~~proxies~~was ifproperly ~~there~~demanded ~~are~~pursuant ~~not~~to ~~sufficient~~Delaware ~~votes~~law) were converted into the right to ~~adopt~~receive 0.37 (the “Exchange Ratio”) of a share of the common stock, no par value, of EQT (the “EQT Common Stock”) and $5.30 in cash (collectively, the “Merger ~~Agreement~~Consideration”). The ~~was~~aggregate ~~approved~~Merger asConsideration ~~follows:~~consisted of approximately 91.90 million shares of EQT Common Stock and approximately $1.3 billion in cash (inclusive of amounts payable to employees of Rice who are not continuing with EQT following the Effective Time).

For		Against		Abstain
174,799,689		6,313,491		752,554

At the Effective Time, each outstanding restricted stock unit award or performance stock unit award in respect of Rice Common Stock that was held by an employee of Rice who will be employed by EQT following the Effective Time or a non-employee director of Rice who will be continuing as a non-employee director of EQT following the Effective Time was converted into a restricted stock unit award, with substantially the same terms and conditions as were applicable to the pre-conversion award, in respect of a number of shares of EQT Common Stock equal to the product (rounded to the nearest whole share) of (a) the number of shares of Rice Common Stock subject to the pre-conversion award multiplied by (b) the sum of (i) the Exchange Ratio plus (ii) the quotient of $5.30 divided by the average closing price of EQT Common Stock for the five consecutive trading days ending on the last complete trading day prior to the Effective Time (the “Stock Award Exchange Ratio”). Performance conditions applicable to any such Rice performance stock unit awards were deemed to have been met at the maximum level specified in the award at the Effective Time, and the converted awards are subject solely to time-based vesting.

~~Important~~At ~~Additional~~the ~~Information~~Effective Time, each outstanding restricted stock unit award or performance stock unit award in respect of Rice Common Stock held by an employee of Rice who is not continuing with EQT following the Effective Time vested and will be settled for the Merger Consideration with respect to each share of Rice Common Stock subject to

In connection with the proposed transaction, EQT Corporation (“EQT”) filed with the Securities and Exchange Commission (“SEC”) a registration statement on Form S-4 (333-219508) on July 27, 2017, as amended by Amendments Nos. 1 and 2 filed with the SEC on September 8, 2017 and September 28, 2017, respectively, that includes a joint proxy statement of EQT and Rice Energy Inc. (“Rice”) and also constitutes a prospectus of EQT. On October 12, 2017, EQT and Rice filed with the SEC the definitive joint proxy statement/prospectus for each of EQT and Rice and commenced mailing the definitive joint proxy statement/prospectuses to shareholders of EQT and stockholders of Rice, as applicable. On October 26, 2017, EQT and Rice filed with the SEC the Supplement to Joint Proxy Statement/Prospectus. On October 31, 2017, EQT and Rice filed with the SEC the Second Supplement to Joint Proxy Statement/Prospectus. STOCKHOLDERS OF RICE AND SHAREHOLDERS OF EQT ARE URGED TO CAREFULLY READ THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS WHEN THEY BECOME AVAILABLE, BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION RELATED TO THE PROPOSED TRANSACTION. Investors will be able to obtain a free copy of the definitive joint proxy statement/prospectus, as well as other filings containing information about Rice and EQT, without charge, at the SEC’s website (http://www.sec.gov). Copies of the joint proxy statement/prospectus and the filings with the SEC that will be incorporated by reference in the joint proxy statement/prospectus can also be obtained, without charge, by directing a request to Investor Relations, Rice Energy Inc., 2200 Rice Drive, Canonsburg, Pennsylvania 15317, Tel. No. (724) 271-7200 or to Investor Relations, EQT Corporation, EQT Plaza, 625 Liberty Avenue, Pittsburgh, Pennsylvania 15222-3111, Tel. No. (412) 553-5700.

~~Cautionary~~such ~~Statement~~award. ~~Regarding~~Performance ~~Forward-Looking~~conditions ~~Information~~applicable to such Rice performance stock unit awards were deemed to have been met at the maximum level specified in the award at the Effective Time.

~~This~~The ~~communication~~issuance ~~may~~of ~~contain~~EQT ~~certain~~Common ~~forward-looking~~Stock ~~statements,~~in ~~including~~connection ~~certain~~with ~~plans,~~the ~~expectations,~~Merger ~~goals,~~was ~~projections,~~registered ~~and~~under ~~statements about~~ the ~~benefits~~Securities Act of ~~the~~1933, ~~proposed~~as ~~transaction~~amended, ~~Rice’s~~pursuant ~~and~~to the EQT’s ~~plans,~~registration ~~objectives,~~statement ~~expectations~~on ~~and~~Form S-4 ~~intentions,~~(File No. 333-219508) (the ~~expected~~“EQT ~~timing~~Registration ofStatement”) ~~completion~~filed ofwith the ~~transaction, and other statements that are not historical facts~~U.S. ~~Such~~Securities ~~statements~~and ~~are subject~~Exchange toCommission ~~numerous~~(the ~~assumptions,~~“SEC”) ~~risks,~~ and ~~uncertainties.~~declared ~~Statements~~effective ~~that~~on ~~do not describe historical or current facts~~October 12, ~~including statements about beliefs and expectations, are forward-looking statements~~2017. The ~~Forward-looking~~definitive ~~statements~~joint ~~may~~proxy ~~be identified by words such as expect~~statement/prospectus, ~~anticipate,~~dated ~~believe~~October 12, ~~intend~~2017, ~~estimate,~~of ~~plan,~~EQT ~~target,~~and ~~goal,~~Rice orthat ~~similar~~forms ~~expressions,~~part orof ~~future~~the orEQT ~~conditional~~Registration ~~verbs~~Statement, ~~such~~ as ~~will,~~supplemented ~~may,~~on ~~might~~October 16, ~~should,~~2017 ~~would,~~and ~~could~~October 31, or2017 ~~similar variations. The forward-looking statements are intended to be subject to~~ (the ~~safe~~“Proxy ~~harbor~~Statement/Prospectus”) ~~provided~~contains byadditional ~~Section~~information ~~27A~~about of the ~~Securities~~Merger ~~Act of 1933, Section 21E of the Securities Exchange Act of 1934,~~ and the ~~Private~~other ~~Securities~~transactions ~~Litigation~~contemplated ~~Reform Act of 1995~~thereby.

~~While~~The ~~there~~foregoing isdescription ~~no assurance that any list~~ of ~~risks and uncertainties or risk factors is complete, below are certain factors which could cause actual results to differ materially from those contained or implied in~~ the ~~forward-looking~~Merger statements including: risks related to EQT’s acquisition and integration of acquired businesses and assets; the cost of defending EQT’s intellectual property; technological changes and other trends affecting the oil and gas industry; the possibility that the proposed transaction does not ~~close~~purport ~~when expected or at all because required regulatory, shareholder or other approvals are not received or other conditions~~ to ~~the~~be ~~closing~~complete ~~are~~and ~~not satisfied on a timely basis or at all; the risk that financing EQT requires to fund the transaction~~ is ~~not~~qualified ~~obtained;~~in ~~the~~its ~~risk~~entirety ~~that~~by ~~regulatory~~reference ~~approvals required for the proposed merger are not obtained or are obtained subject~~ to ~~conditions that are not anticipated; potential adverse reactions or changes to business or employee relationships, including those resulting from~~ the ~~announcement~~section orentitled ~~completion~~“The ofMerger” ~~the~~contained ~~transaction;~~in ~~uncertainties as to~~ the ~~timing of~~Proxy ~~the transaction; competitive responses to the transaction; the possibility that the anticipated benefits of the transaction are not realized when expected or at all~~Statement/Prospectus, ~~including~~which asis aincorporated ~~result~~herein ofby the impact of, or problems arising from, the integration of the two companies; the possibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; diversion of management’s attention from ongoing business operations and opportunities; EQT’s ability to complete the acquisition and integration of Rice successfully; the possibility of litigation relating to the transaction; and other factors that may affect future results of Rice and EQTreference.

~~Additional~~Item factors that could cause results to differ materially from those described above can be found in Rice’s Annual Report on Form 10-K for the year ended December 31, 2016 and in its subsequent Quarterly Reports on Form 10-Q for the quarters ended March 31, 2017 and June 30, 2017, each of which is on file with the SEC and available in the “Investor Relations” section of Rice’s website, https://www3.~~riceenergy~~01.~~com,~~ ~~under~~Notice the subsection “Financial Information” and then under the heading “SEC Filings” and in other documents Rice files with the SEC, and in EQT’s Annual Report on Form 10-K for the year ended December 31, 2016 and in its subsequent Quarterly Reports on Form 10-Q for the quarters ended March 31, 2017 and June 30, 2017, each of ~~which~~Delisting isor onFailure ~~file~~to ~~with~~Satisfy ~~the~~a ~~SEC~~Continued ~~and~~Listing ~~available~~Rule inor ~~the~~Standard; ~~“Investors”~~Transfer ~~section~~ of ~~EQT’s~~ ~~website, https://www~~Listing.~~eqt.com, under the heading “SEC Filings” and in other documents EQT files with the SEC.~~

~~All~~In ~~forward-looking~~connection ~~statements~~with ~~speak~~the ~~only~~consummation as of the ~~date~~Merger, ~~they~~Rice ~~are~~notified ~~made~~the New York Stock Exchange (the “NYSE”) that trading in Rice Common Stock should be suspended and ~~are~~the ~~based~~listing of Rice Common Stock on ~~information~~the ~~available~~NYSE atshould ~~that~~be ~~time~~removed. ~~Neither~~The trading of Rice ~~nor EQT~~Common ~~assumes~~Stock ~~any~~on ~~obligation~~the toNYSE ~~update~~was ~~forward-looking~~suspended ~~statements~~before tothe ~~reflect~~opening ~~circumstances~~of orthe ~~events~~market ~~that~~on ~~occur~~November 13, ~~after~~2017. Rice also requested that the ~~date~~NYSE file with the ~~forward-looking~~SEC ~~statements~~an ~~were~~application ~~made~~on orForm 25 to ~~reflect~~delist and deregister the ~~occurrence~~Rice Common Stock under Section 12(b) of ~~unanticipated~~the ~~events~~Securities ~~except~~Exchange asAct ~~required~~of by1934 ~~federal securities~~(the ~~laws~~“Exchange Act”). AsFurthermore, ~~forward-looking~~EQT ~~statements~~RE, ~~involve~~LLC, ~~significant~~as ~~risks~~successor ~~and~~in ~~uncertainties~~interest to Rice, ~~caution~~intends ~~should~~to befile ~~exercised~~with ~~against~~the ~~placing~~SEC ~~undue~~a ~~reliance~~Form 15 onrequesting ~~such~~that ~~statements.~~the reporting obligations of Rice under Sections 13(a) and 15(d) of the Exchange Act be suspended as soon as practicable.

The information set forth in Item 92.01 ~~Financial~~of ~~Statements~~this ~~and~~Current ~~Exhibits~~Report on Form 8-K is incorporated by reference into this Item 3.01.

ExhibitNo.		Description of Exhibit
99.1		News Release, dated November 9, 2017.

Item 3.03. Material Modification to Rights of Security Holders.

2Pursuant to the Merger Agreement, on November 13, 2017, (i) each outstanding share of Rice Common Stock was converted into the right to receive the Merger Consideration, (ii) each outstanding restricted stock unit award or performance stock unit award in respect of Rice Common Stock that was held by an employee of Rice who will be employed by EQT following the Effective Time or a non-employee director of Rice who will be continuing as a non-employee director of EQT was converted into a restricted stock unit award, with substantially the same terms and conditions as were applicable to the pre-conversion award, in respect of a number of shares of EQT Common Stock equal to the product (rounded to the nearest whole share) of (a) the number of shares of Rice Common Stock subject to the pre-conversion award multiplied by (b) the sum of (i) the Exchange Ratio plus (ii) the Stock Award Exchange Ratio (with performance conditions applicable to any such Rice performance stock unit awards were deemed to have been met at the maximum level specified in the award at the Effective Time, and the converted awards are subject solely to time-based vesting), and (iii) each outstanding restricted stock unit award or performance stock unit award in respect of Rice Common Stock held by a director or employee of Rice who is not continuing with EQT following the Effective Time vested and was settled for the Merger Consideration with respect to each share of Rice Common Stock subject to such award. Performance conditions applicable to such Rice performance stock unit awards were deemed to have been met at the maximum level specified in the award at the Effective Time.

~~SIGNATURES~~As of the Effective Time, holders of Rice Common Stock immediately prior to the Effective Time ceased to have any rights as stockholders of Rice (other than the right to receive the Merger Consideration or as otherwise provided by the Merger Agreement or by law). The rights of holders of EQT Common Stock are governed by EQT’s Restated Articles of Incorporation and EQT’s Amended and Restated Bylaws, each as amended through November 13, 2017. EQT’s Restated Articles of Incorporation and EQT’s Amended and Restated Bylaws, which are filed as Exhibits 3.1 and 3.3, respectively, to the Current Report on Form 8-K of EQT filed on November 13, 2017, and the

~~Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~ 3

~~RICE~~description ~~ENERGY~~of ~~INC.~~EQT ~~By:~~Common ~~/s/~~Stock ~~Daniel~~contained J.under ~~Rice~~the IVcaption ~~Daniel~~“Description J.of ~~Rice~~EQT IVCapital ~~Director,~~Stock” ~~Chief~~in ~~Executive~~the ~~Officer~~Joint Proxy Statement/Prospectus are incorporated herein by reference.

~~Dated:~~The ~~November~~information set forth in the Introductory Note, 9Item 2.01, Item ~~2017~~3.01 and Item 5.01 of this Current Report on Form 8-K is incorporated into this Item 3.03 by reference.

3Item 5.01. Changes in Control of Registrant.

A change of control of Rice occurred on November 13, 2017 upon the filing of the certificate of merger with the Secretary of State of the State of Delaware, at which time Merger Sub merged with and into Rice, with Rice continuing to exist as a Delaware corporation.

As a result of the Merger, Rice became a wholly owned subsidiary of EQT, with EQT owning all Rice Common Stock.

The information set forth in the Introductory Note, Item 2.01 and Item 3.03 of this Current Report on Form 8-K is incorporated into this Item 5.01 by reference.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At the Effective Time, and in connection with the Merger, each member of the board of directors of Rice ceased to be a director of Rice. These directors are Robert F. Vagt, Daniel J. Rice, IV, Toby Z. Rice, Daniel J. Rice, III, Kathryn J. Jackson, James W. Christmas and John McCartney. These resignations were not a result of any disagreements between Rice and the directors on any matter relating to Rice’s operations, policies or practices.

At the Effective Time, each of the following officers of Rice ceased to be an officer of Rice: Daniel J. Rice, IV, Toby Z. Rice, Derek A. Rice, Grayson T. Lisenby, James W. Rogers, William E. Jordan and Robert R. Wingo.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

In connection with the consummation of the Merger, at the Effective Time, the Amended and Restated Certificate of Incorporation and the Bylaws of Rice were amended and restated as set forth in Exhibits 3.1 and 3.2 to this Current Report on Form 8-K, and as so amended and restated became the certificate of incorporation and bylaws of the surviving entity in the Merger. In connection with the consummation of the Post-Closing Merger, the certificate of formation and limited liability company agreement of EQT RE, LLC as in effect immediately prior to the effective time of the Post-Closing Merger, as set forth in Exhibits 3.3 and 3.4 to this Current Report on Form 8-K, became the certificate of formation and limited liability company agreement of the company surviving the Post-Closing Merger.

The foregoing disclosures are qualified in their entirety by reference to Exhibits 3.1, 3.2, 3.3 and 3.4 of this Current Report on Form 8-K, which are incorporated into this Item 5.03 by reference.

Item 8.01. Other Events

In connection with the closing of the Merger, on November 13, 2017, following the Effective Time EIG Energy Fund XVI, L.P. (“EIG XVI”), EIG Energy Fund XVI-E, L.P. (“EIG XVI-E”), and EIG Holdings (RICE) Partners, LP (“EIG (RICE) Partners,” and together with EIG XVI and EIG XVI-E, the “EIG Parties”) exercised certain put rights (the “EIG Puts”) pursuant to (a) the Amended and Restated Agreement of Limited Partnership, dated as of February 22, 2016, of Rice Midstream GP Holdings LP (“GP Holdings”) and (b) the Amended and Restated Limited Liability Company Agreement, dated as of February 22, 2016, of Rice Midstream Holdings LLC (“RMH”). Pursuant to the EIG Puts, GP Holdings acquired all of the issued and outstanding Common Units of GP Holdings held by the EIG Parties and RMH acquired all of the issued and outstanding Series B Units of RMH from the EIG Parties for aggregate payments of $555.6 million, including certain reimbursed expenses of the EIG Parties. Following the exercise of the EIG Puts, the EIG Parties no longer held Series B Units of RMH or Common Units of GP Holdings nor any other interests in RMH or GP Holdings. Following the exercise of the EIG Puts, RMH and GP Holdings became indirect wholly owned subsidiaries of EQT RE, LLC.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description of Exhibit

3.1		Surviving Corporation Certificate of Incorporation.

3.2		Surviving Corporation Amended and Restated Bylaws.

3.3		Certificate of Formation of EQT RE, LLC.

3.4		Operating Agreement of EQT RE, LLC.

4.1		Indenture, dated as of April 25, 2014, by and among Rice Energy Inc., the several guarantors named therein and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 of Rice’s Current Report on Form 8-K (File No. 001-36273) filed with the SEC on April 29, 2014.

4.2		Indenture, dated as of March 26, 2015, by and among Rice Energy Inc., the several guarantors named therein and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 of Rice’s Current Report on Form 8-K (File No. 001-36273) filed with the SEC on March 26, 2015.

Exhibit Index

Exhibit No.		Description of Exhibit

3.1		Surviving Corporation Certificate of Incorporation.

3.2		Surviving Corporation Amended and Restated Bylaws.

3.3		Certificate of Formation of EQT RE, LLC.

3.4		Operating Agreement of EQT RE, LLC.

4.1		Indenture, dated as of April 25, 2014, by and among Rice Energy Inc., the several guarantors named therein and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 of Rice’s Current Report on Form 8-K (File No. 001-36273) filed with the SEC on April 29, 2014.

4.2		Indenture, dated as of March 26, 2015, by and among Rice Energy Inc., the several guarantors named therein and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 of Rice’s Current Report on Form 8-K (File No. 001-36273) filed with the SEC on March 26, 2015.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	EQT RE, LLC (successor in interest to RICE ENERGY INC.)

	By:	/s/ Robert J. McNally
		Name: Robert J. McNally
		Title: Senior Vice President

Dated: November 15, 2017

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