Antero Resources (AR) Form 4 ANTERO RESOURCES / PAUL M RADY ownership change

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

RADY PAUL M

(Last) (First) (Middle)

1615 WYNKOOP STREET

(Street)

DENVER CO 80202

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ANTERO RESOURCES Corp [ AR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
04/15/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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 stock, par value $0.01 per share	04/15/2021		F		43,377(1)	D	$9.52	9,899,797(2)	D
Common stock, par value $0.01 per share	04/15/2021		A		236,344(3)	A	$0.00	10,136,141(4)	D
Common stock, par value $0.01 per share								5,284,264(5)	I	See Footnote(5)

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 Securities Underlying Derivative Security (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: 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
Performance Share Units	(6)	04/15/2021		A		118,172		(7)(8)	(7)(8)	Common stock, par value $0.01 per share	118,172(7)(8)	$0	118,172(7)(8)	D

Explanation of Responses:

1. In connection with the vesting and settlement of restricted stock units through the issuance of common stock of the Issuer ("Common Stock") pursuant to the Antero Resources Corporation 2020 Long-Term Incentive Plan, the Issuer withheld Common Stock that would otherwise have been issued to the Reporting Person to satisfy its tax withholding obligations. The number of shares of Common Stock withheld was determined based on the closing price per share of Common Stock on April 15, 2021.

2. Includes 251,250 shares of Common Stock subject to previously granted restricted stock unit awards that remain subject to vesting.

3. Reflects the grant of restricted stock units pursuant to the Antero Resources Corporation 2020 Long-Term Incentive Plan which vest as to 25% of the total amount granted on each of the first four anniversaries of April 15, 2021, subject to continued employment through each vesting date.

4. Includes 487,594 shares of Common Stock subject to previously granted restricted stock unit awards that remain subject to vesting.

5. Includes 2,822,552 shares of Common Stock held by Salisbury Investment Holdings LLC ("Salisbury") and 2,461,712 shares of Common Stock held by Mockingbird Investments LLC ("Mockingbird"). The Reporting Person owns a 95% limited liability company interest in Salisbury and his spouse owns the remaining 5%. The Reporting Person owns a 13.1874% limited liability company interest in Mockingbird and two trusts under his control own the remaining 86.8126%. The Reporting Person disclaims beneficial ownership of all shares of Common Stock held by Salisbury and Mockingbird except to the extent of his pecuniary interest therein.

6. Each performance share unit ("PSU") represents a contingent right to receive one share of Common Stock.

7. Vesting of the PSUs granted on April 15, 2021 is contingent upon the achievement of both a performance and a service requirement. The performance component measures absolute total shareholder return over each of four performance periods: Performance Period One beginning on the grant date and ending on April 15, 2022, Performance Period Two beginning on April 15, 2022 and ending on April 15, 2023, Performance Period Three beginning on April 15, 2023 and ending on April 15, 2024, and Performance Period Four beginning on the grant date and ending on April 15, 2024.

8. The performance component for one quarter of the PSUs is determined following the completion of each respective performance period. Depending on the level of achievement of such goals, the actual number of PSUs earned could range from 0% to 200% of the target number of PSUs, as shown in column 5. Irrespective of the performance achieved during each performance period, the PSUs generally will not vest unless the Reporting Person also remains continuously employed from the grant date through April 15, 2024.

Remarks:

Chairman of the Board & Chief Executive Officer

	/s/ Alvyn A. Schopp, as attorney-in-fact for Paul M. Rady	04/19/2021
	** Signature of Reporting Person	Date
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