UNITED STATES

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

Date of Report (date of earliest event reported):  April 7, 2016

EQT GP Holdings, LP

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code:  (412) 553-5700

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))

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

Election of New Director

On April 7, 2016, Mark S. Lewis was elected as an independent director of EQT GP Services, LLC, the general partner (the EQGP General Partner) of EQT GP Holdings, LP (EQGP).  Mr. Lewis will serve as a member of the Audit Committee of the EQGP General Partner.

Since 2002, Mr. Lewis has served as the President and Chief Executive Officer of the POISE Foundation, a Pittsburgh-based charitable foundation.  From 1989 to 2002, Mr. Lewis held various positions with Ernst & Young LLP and Price Waterhouse LLP.  Mr. Lewis holds a Bachelor of Arts degree in Accounting from Michigan State University.

Mr. Lewis will receive the standard compensation amounts payable to non-employee directors of the EQGP General Partner, as described in EQGP’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission on February 11, 2016.

Item 7.01.                                        Regulation FD Disclosure.

On April 7, 2016, EQGP issued a news release with respect to the matter described above, a copy of which is furnished with this Form 8-K as Exhibit 99.1 and incorporated into this Item 7.01 by reference. The information in this Item 7.01 of Form 8-K shall not be deemed to be “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liability of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of the general incorporation language of such filing, except as shall be expressly set forth by specific reference in such filing.

Item 9.01.                                        Financial Statements and Exhibits.

(d)                                 Exhibits.

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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.

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INDEX TO EXHIBITS

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