UNITED STATES SECURITIES AND EXCHANGE COMMISSION

~~SECURITIES~~Washington, ~~AND~~D.C. ~~EXCHANGE COMMISSION~~20549

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 13~~report ~~OR 15~~(dDate of earliest event reported): July OF23, ~~THE~~2018

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): July 20, 2018

RICE MIDSTREAM PARTNERS LP

(Exact name of registrant as specified in its charter)

Delaware	1-36789	47-1557755
(State or Other Jurisdiction	(Commission File Number)	(IRS Employer
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
of Incorporation)		Identification Number)

625 Liberty Avenue, Suite 1700, Pittsburgh, Pennsylvania 15222

625 Liberty Avenue, Suite 1700
Pittsburgh, Pennsylvania		15222
(Address of Principal Executive Offices)		(Zip Code)

(Address of principal executive offices, including zip code)

(412) 553-5700

(Registrant’s telephone number, including area code)

~~NONE~~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:

~~(Former~~o Written ~~name~~communications orpursuant ~~former~~to ~~address,~~Rule 425 ifunder ~~changed~~the ~~since~~Securities ~~last~~Act ~~report~~(17 CFR 230.425)

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 (see General Instruction A.2. below):

x 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 July 2023, 2018, ~~Rice~~EQT Midstream Partners, LP (~~RMP~~EQM) ~~held~~completed aits ~~special~~previously ~~meeting~~announced acquisition of ~~unitholders~~Rice ~~(the~~Midstream ~~Special~~Partners ~~Meeting~~LP (RMP) topursuant ~~consider a proposal~~ to ~~approve~~ the Agreement and Plan of Merger, dated as of April 25, 2018 (the Merger Agreement), by and among ~~EQT Midstream Partners, LP (~~EQM), EQT Midstream Services, LLC, the general partner of EQM, EQM Acquisition Sub, LLC, a wholly owned subsidiary of EQM (Merger Sub), EQM GP Acquisition Sub, LLC, a wholly owned subsidiary of EQM (GP Merger Sub), RMP, Rice Midstream Management LLC, the general partner of RMP (the RMP General Partner), and, solely for purposes of certain provisions therein, EQT Corporation (EQT). Pursuant to the terms of the Merger Agreement, on July 23, 2018, (i) Merger Sub merged with and into RMP (the Merger) ~~Proposal~~with RMP continuing as the surviving limited partnership in the Merger and a wholly owned indirect subsidiary of EQM (the Surviving Entity) and (ii) GP Merger Sub merged with and into the RMP General Partner, with the RMP General Partner continuing as the surviving entity and a wholly owned indirect subsidiary of EQM (the Surviving GP Entity).

AsItem of June 7, 2018, the record date for the Special Meeting, there were approximately 102,323,796 common units representing limited partner interests in RMP (the RMP Common Units) outstanding, each of which was entitled to one vote in connection with the Merger Proposal1.02. AtTermination ~~the Special Meeting, a total~~ of ~~83,745,178 RMP Common Units, representing approximately 81.8% of the outstanding RMP Common Units entitled to vote at the Special Meeting, were present in person or by proxy, constituting~~ a ~~quorum~~Material toDefinitive ~~conduct business~~Agreement.

~~The~~On ~~Merger~~July 23, ~~Proposal~~2018, ~~was~~in ~~approved~~connection bywith the ~~requisite~~completion ~~vote~~ of ~~RMP’s~~the ~~unitholders.~~Merger, ~~The~~the ~~final~~Amended ~~voting~~and ~~results~~Restated ~~are~~Employee ~~described~~Secondment ~~below.~~Agreement, ~~For~~dated ~~more~~as ~~information~~of ~~regarding~~November 13, ~~the~~2017, ~~Merger~~by ~~Agreement~~ and ~~the~~among ~~Merger Proposal~~EQT, ~~see~~EQT ~~RMP’s~~RE, ~~definitive~~LLC ~~proxy statement filed with the Securities~~ and ~~Exchange~~RMP ~~Commission~~was ~~(the SEC) on June 20, 2018~~terminated.

		% Cast		Units	% Cast		Units
	Units For	For		Against	Against		Abstained
Merger Proposal*	83,713,570	99.9	%	26,345	0.0	%	5,263

Also in connection with the completion of the Merger, on July 23, 2018, all outstanding obligations in respect of principal, interest and fees under that certain Credit Agreement, dated as of December 22, 2014, by and among RMP, as parent guarantor, Rice Midstream OpCo LLC, as borrower, Wells Fargo Bank, N.A., as administrative agent, and the lenders and other parties from time to time party thereto (the Credit Agreement), were repaid and the Credit Agreement was terminated.

*Item ~~For~~2.01. ~~purposes~~Completion of ~~the~~Acquisition ~~Merger Proposal, any abstention~~ or anDisposition ~~RMP unitholder’s failure to vote, including the failure~~ of ~~a beneficial owner to provide voting instructions to its broker, bank or other nominee, had the same effect as a vote against the Merger Proposal~~Assets.

~~Item~~At 8the effective time of the Merger (the Effective Time), (i) each common unit representing a limited partner interest in RMP (each, an RMP Common Unit) issued and outstanding immediately prior to the Effective Time was converted into the right to receive 0.013319 common units representing limited partner interests in EQM (the EQM Common Units) (the Merger Consideration), (ii) the issued and outstanding incentive distributions rights of RMP were cancelled and (iii) each outstanding award of phantom units in respect of RMP Common Units fully vested and converted into the right to receive the Merger Consideration, less applicable tax withholding, in respect of each RMP Common Unit subject thereto. ~~Other~~The ~~Events~~aggregate Merger Consideration consisted of approximately 34 million EQM Common Units.

OnThe ~~July 20,~~issuance ~~2018,~~of EQM ~~and~~Common ~~RMP~~Units ~~issued~~in aconnection ~~joint~~with ~~news~~the ~~release~~Merger ~~announcing~~was registered under the ~~results~~Securities Act of ~~the~~1933, ~~Special~~as ~~Meeting~~amended, pursuant to EQM’s registration statement on Form S-4 (File No. 333-225018) A(as ~~copy~~amended, ofthe Registration Statement) filed with the ~~news~~U.S. ~~release~~Securities isand ~~attached~~Exchange ~~hereto~~Commission as(the ~~Exhibit~~SEC) and declared effective on June 9920, 2018.1 The definitive proxy statement/prospectus, dated June 20, 2018, of EQM and isRMP ~~incorporated~~that informs ~~this~~part ~~Item~~of ~~8.01~~the byRegistration ~~reference~~Statement (the Proxy Statement/Prospectus) contains additional information about the Merger and the other transactions contemplated in connection therewith.

The foregoing description of the Merger does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which was attached as Exhibit 2.1 to RMP’s Current Report on Form 8-K filed with the SEC on April 26, 2018 and is incorporated herein by reference.

~~Cautionary~~Item ~~Statement~~3.01. ~~Regarding~~Notice ~~Forward-Looking~~of ~~Information~~Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

~~Disclosures~~In inconnection ~~this~~with ~~Form 8-K contain certain forward-looking statements within~~ the ~~meaning~~consummation of ~~Section 21E of~~ the ~~Securities Exchange Act of 1934~~Merger, asRMP ~~amended,~~notified ~~and Section 27A of~~ the ~~Securities~~New ~~Act~~York ofStock ~~1933,~~Exchange as(the ~~amended.~~NYSE) ~~Statements~~ that dotrading ~~not relate strictly to historical or current facts are forward-looking. Without limiting the generality of the foregoing, forward-looking statements contained~~ in ~~this Form 8-K specifically include the expectations of plans, strategies, objectives and growth and anticipated financial and operational performance of~~ RMP ~~and~~Common ~~its~~Units ~~affiliates,~~should ~~including~~be ~~whether~~suspended ~~the transactions contemplated in the Merger Agreement are completed, as expected or at all,~~ and the ~~timing~~listing of ~~any~~RMP ~~such~~Common ~~transactions;~~Units ~~whether~~on the ~~conditions~~NYSE toshould ~~the transactions contemplated in the Merger Agreement can~~ be ~~satisfied;~~terminated. ~~whether~~The ~~the~~trading ~~operational,~~of ~~financial~~RMP ~~and~~Common ~~strategic~~Units ~~benefits~~on of the ~~transactions~~NYSE ~~contemplated~~was insuspended ~~the~~before ~~Merger Agreement can be achieved; whether~~ the ~~costs~~opening ~~and expenses~~ of ~~the~~ ~~transactions contemplated in~~ the ~~Merger~~market ~~Agreement~~on ~~can be controlled within expectations; potential adverse reactions or changes to business or employee relationships~~July 23, ~~including~~2018. ~~those~~RMP ~~resulting~~also ~~from~~requested ~~the announcement or completion of the transactions contemplated in the Merger Agreement; competitive responses to the transactions; the possibility~~ that the ~~anticipated~~NYSE ~~benefits~~file ofwith the ~~transactions~~SEC ~~are~~an ~~not~~application ~~realized~~on ~~when~~Form 25 ~~expected~~to ordelist atand ~~all;~~deregister the ~~possibility~~RMP ~~that~~Common ~~the~~Units ~~transactions~~under ~~may be more expensive to complete than anticipated, including as a result~~ Section 12(b) of ~~unexpected~~the ~~factors~~Securities orExchange ~~events;~~Act ~~diversion~~ of ~~management’s attention from ongoing business operations and opportunities; potential adverse reactions or changes to business or employee relationships~~1934, ~~including~~as ~~those~~amended ~~resulting from~~ (the ~~announcement~~Exchange ~~or completion of the transactions; and litigation relating to the transactions~~Act). ~~These statements involve risks and uncertainties that could cause actual results to differ materially from projected results. Accordingly~~Furthermore, ~~investors should not place undue reliance on forward-looking statements as a prediction of actual results.~~ RMP ~~has~~intends ~~based these forward-looking statements on current expectations and assumptions about future events. While RMP considers these expectations and assumptions~~ to befile ~~reasonable,~~with ~~they~~the ~~are~~SEC ~~inherently~~a ~~subject~~Form 15 torequesting ~~significant business, economic, competitive, regulatory and other risks and uncertainties, many of which are difficult to predict and beyond RMP’s control. The risks and uncertainties~~ that ~~may affect~~ the ~~operations,~~reporting ~~performance~~obligations ~~and results~~ of RMP’s ~~business and forward-looking statements include, but are not limited to, those set forth~~ under ~~Item~~Sections ~~1A,~~13(a) and ~~“Risk Factors”~~ 15(d) of ~~RMP’s Form 10-K for~~ the ~~year~~Exchange ~~ended~~Act ~~December 31,~~be ~~2017,~~suspended as ~~updated~~soon byas ~~any subsequent Form 10-Qs~~practicable.

~~All~~The ~~forward-looking~~information ~~statements~~set ~~speak~~forth ~~only~~in asItem 2.01 of ~~the~~this ~~date~~Current ~~they~~Report ~~are made and are based~~ on ~~information available at that time. RMP assumes no obligation to update forward~~Form 8-~~looking~~K ~~statements~~is toincorporated ~~reflect circumstances or events that occur after the date the forward-looking statements were made or to reflect the occurrence of unanticipated events except as required~~ by ~~federal~~reference ~~securities~~into ~~laws.~~this AsItem ~~forward-looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements~~3.01.

~~Additional Information and Where to Find It~~2

InItem ~~connection with the proposed transaction, EQM has filed with the SEC a registration statement on Form S-4 that contains a proxy statement of RMP and also constitutes a prospectus of EQM~~3. ~~The registration statement was declared effective by the SEC on June 20, 2018 and RMP commenced mailing the definitive proxy statement/prospectus to its unitholders on or about June 20, 2018~~03. ~~This~~Material ~~communication~~Modification ~~does not constitute an offer~~ to ~~sell~~Rights ~~or the solicitation~~ of anSecurity ~~offer to buy any securities or a solicitation of any vote or approval~~Holders. UNITHOLDERS OF RMP ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT/PROSPECTUS REGARDING THE TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION.

~~Investors~~Pursuant ~~may~~to ~~obtain a free copy of~~ the ~~registration~~Merger ~~statement and the proxy statement/prospectus~~Agreement, ason ~~well as other filings containing information about EQM and RMP~~July 23, ~~without charge~~2018, ~~at the SEC’s website~~ (~~http://www.sec.gov~~i)~~. In~~ each ~~addition,~~outstanding ~~the~~RMP ~~documents~~Common ~~filed~~Unit ~~with~~was ~~the~~converted ~~SEC~~into bythe ~~EQT~~right ~~Corporation~~to ~~(EQT)~~receive ~~and~~the ~~its~~Merger ~~publicly~~Consideration ~~traded subsidiaries (including EQM, RMP~~ and ~~EQT GP Holdings, LP~~ (~~EQGP~~ii)) each ~~may~~outstanding beaward ~~obtained free~~ of ~~charge~~phantom atunits ~~the~~in ~~applicable~~respect ~~website~~of ~~(www.eqt.com~~RMP ~~for~~Common ~~EQT,~~Units ~~www.eqtmidstreampartners.com~~fully ~~for~~vested ~~EQGP~~ and ~~EQM,~~converted ~~and~~into ~~www.ricemidstream.com~~the ~~for~~right ~~RMP)~~to orreceive bythe ~~requesting~~Merger ~~them by mail at EQT Corporation~~Consideration, ~~625~~less ~~Liberty~~applicable ~~Avenue,~~tax ~~Suite 1700~~withholding, ~~Pittsburgh,~~in PArespect ~~15222,~~of ~~Attention:~~each ~~Investor~~RMP ~~Relations,~~Common orUnit bysubject ~~telephone at (412) 553-5700~~thereto.

As of the Effective Time, holders of RMP Common Units immediately prior to the Effective Time ceased to have any rights as unitholders of RMP (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 EQM Common Units are governed by EQM’s First Amended and Restated Agreement of Limited Partnership, as amended. EQM’s First Amended and Restated Agreement of Limited Partnership, which is filed as Exhibit 3.2 to the Current Report on Form 8-K of EQM filed on July 2, 2012, and the description of EQM Common Units contained under the caption “Description of EQM Common Units” in the Proxy Statement/Prospectus are incorporated herein by reference.

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

Item 5.01. Changes in Control of Registrant.

A change of control of RMP occurred on July 23, 2018 upon the filing of the certificate of merger with respect to the Merger with the Secretary of State of the State of Delaware, at which time Merger Sub merged with and into RMP, with RMP continuing to exist as a Delaware limited partnership.

As a result of the Merger, RMP became a wholly owned indirect subsidiary of EQM, with EQM owning all RMP Common Units.

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.

In connection with the closing of the Merger, all of the officers and members of the board of directors of the RMP General Partner ceased to serve in such positions, and the following persons were elected to the following positions at the Surviving GP Entity:

NAME		TITLE
Jeremiah J. Ashcroft III		President and Manager
Daniel A. Greenblatt		Treasurer
Robert J. McNally		Manager
Jimmi Sue Smith		Assistant Treasurer and Manager

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

On July 23, 2018, the Amended and Restated Agreement of Limited Partnership of RMP was amended and restated as set forth in Exhibit 3.1 to this Current Report on Form 8-K, and as so amended and restated became the agreement of limited partnership of the Surviving Entity. Also on July 23, 2018, the Amended and Restated Limited Liability Company Agreement of the Surviving GP Entity was amended and restated as set forth in Exhibit 3.2 to this Current Report on Form 8-K, and as so amended and restated became the limited liability company agreement of the Surviving GP Entity.

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

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description of Exhibit
99.1		News Release, dated July 20, 2018.
2.1		Agreement and Plan of Merger, dated as of April 25, 2018, by and among EQT Midstream Partners, LP, EQT Midstream Services, LLC, EQM Acquisition Sub, LLC, EQM GP Acquisition Sub, LLC, Rice Midstream Partners LP, Rice Midstream Management LLC and, solely for purposes of certain provisions thereof, EQT Corporation (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Rice Midstream Partners LP (File No. 001-36789) filed on April 26, 2018).
3.1		Second Amended and Restated Agreement of Limited Partnership of Rice Midstream Partners LP
3.2		Second Amended and Restated Limited Liability Company Agreement of Rice Midstream Management LLC

SIGNATURES

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

	RICE MIDSTREAM PARTNERS LP
	By:	~~By:~~Rice Midstream Management LLC, its General Partner	~~Rice Midstream Management LLC, its General Partner~~
Date: July 20, 2018		By:	/s/ Robert J. McNally
Dated: July 23, 2018	By:	/s/ Jeremiah J. Ashcroft III
		Name:	~~Robert~~Jeremiah J. ~~McNally~~Ashcroft III
		Title:	~~Senior Vice~~ President ~~and Chief Financial Officer~~

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