Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Conversion of Certain Convertible Notes
In September 2021, we received notices from holders of the Convertible Notes (defined and described in Note 6 to the Condensed Consolidated Financial Statements) requesting the conversion of $9 thousand aggregate principal thereof (the Converted Notes). On September 15, 2021, we settled the conversion of the Convertible Notes with a principal amount of $5 thousand by issuing to the converting holders of the Convertible Notes 333 shares of EQT common stock with a fair market value of approximately $7 thousand. On September 21, 2021, we settled the conversion of the Convertible Notes with a principal amount of $4 thousand by issuing to the converting holders of the Convertible Notes 266 shares of EQT common stock with a fair market value of $5 thousand. Such shares were issued in transactions exempt from registration under the Securities Act of 1933, as amended, by virtue of Section 3(a)(9) thereof, because no commission or other remuneration was paid in connection with conversion of the Converted Notes.
Repurchases of Equity Securities
The following table sets forth our repurchases of equity securities registered under Section 12 of the Exchange Act that have occurred during the three months ended September 30, 2021.
Total number of shares purchased (a) Average price paid
per share Total number of shares purchased as part of
publicly announced plans or programs Approximate dollar value of shares that may
yet be purchased under plans or programs
July 1, 2021 – July 31, 2021 — $ — — —
August 1, 2021 – August 31, 2021 26,246 19.14 — —
September 1, 2021 – September 30, 2021 — — — —
Total 26,246 $ 19.14 — —
(a) Reflects the number of shares we have withheld to pay taxes upon vesting of restricted stock.
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Item 6. Exhibits
Exhibit No. Description Method of Filing
3.01(a)
Restated Articles of Incorporation of EQT Corporation (as amended through November 13, 2017). Incorporated herein by reference to Exhibit 3.1 to Form 8-K (#001-3551) filed on November 14, 2017.
3.01(b)
Articles of Amendment to the Restated Articles of Incorporation of EQT Corporation (effective May 1, 2020). Incorporated herein by reference to Exhibit 3.1 to Form 8-K (#001-3551) filed on May 4, 2020.
3.01(c)
Articles of Amendment to the Restated Articles of Incorporation of EQT Corporation (effective July 23, 2020). Incorporated herein by reference to Exhibit 3.1 to Form 8-K (#001-3551) filed on July 23, 2020.
3.02
Amended and Restated Bylaws of EQT Corporation (as amended through May 1, 2020). Incorporated herein by reference to Exhibit 3.4 to Form 8-K (#001-3551) filed on May 4, 2020.
*10.01(a)
Letter Agreement (Ealy North – July), dated July 10, 2021, among EQT Corporation, EQT Production Company, Rice Drilling B LLC, EQT Energy, LLC and EQM Gathering Opco, LLC, amending that certain Gas Gathering and Compression Agreement, dated February 26, 2020, as amended.
Filed herewith as Exhibit 10.01(a).
*10.01(b)
Letter Agreement (Ealy North – August), dated August 25, 2021, among EQT Corporation, EQT Production Company, Rice Drilling B LLC, EQT Energy, LLC and EQM Gathering Opco, LLC, amending that certain Gas Gathering and Compression Agreement, dated February 26, 2020, as amended.
Filed herewith as Exhibit 10.01(b).
*10.01(c)
Letter Agreement (Throckmorton), dated September 13, 2021, among EQT Corporation, EQT Production Company, Rice Drilling B LLC, EQT Energy, LLC and EQM Gathering Opco, LLC, amending that certain Gas Gathering and Compression Agreement, dated February 26, 2020, as amended.
Filed herewith as Exhibit 10.01(c).
10.02
Registration Rights Agreement, dated July 21, 2021, among EQT Corporation and certain security holders thereof parties thereto, and Form of Lock-Up Agreement.
Incorporated herein by reference to Exhibit 10.1 to Form 8-K (#001-3551) filed on July 22, 2021.
31.01
Rule 13(a)-14(a) Certification of Principal Executive Officer. Filed herewith as Exhibit 31.01.
31.02
Rule 13(a)-14(a) Certification of Principal Financial Officer. Filed herewith as Exhibit 31.02.
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Section 1350 Certification of Principal Executive Officer and Principal Financial Officer. Furnished herewith as Exhibit 32.
101 Interactive Data File. Filed herewith as Exhibit 101.
104 Cover Page Interactive Data File. Formatted as Inline XBRL and contained in Exhibit 101.
*Certain terms and schedules and similar attachments in this exhibit have been redacted or omitted pursuant to Item 601(a)(5) and/or Item 601(b)(10)(iv), as applicable, of Regulation S-K. EQT Corporation agrees to furnish an unredacted, supplemental copy (including any omitted schedule or attachment) to the Securities and Exchange Commission upon request. Redactions and omissions are designated with brackets containing asterisks.
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SIGNATURE
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 thereunto duly authorized.
EQT CORPORATION
(Registrant)
By: /s/ David M. Khani
David M. Khani
Chief Financial Officer
Date: October 28, 2021
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.