Antero Resources (AR) Form 4 ANTERO RESOURCES / Yvette K Schultz 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^*

Schultz Yvette K

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/07/2024

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	03/07/2024		A		48,846(1)	A	$0.00	314,664(2)	D
Common stock, par value $0.01 per share	03/07/2024		F		7,533(3)	D	$26.48	307,131(4)	D

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	(5)	03/07/2024		A		24,423		(6)(7)	(6)(7)	Common stock, par value $0.01 per share	24,423	$0.00	24,423	D

Explanation of Responses:

1. Reflects the grant of restricted stock units ("RSUs") pursuant to the Antero Resources Corporation 2020 Long-Term Incentive Plan (the "Plan") which vest as to 1/3 of the total amount granted on each of the first three anniversaries of March 7, 2024, generally subject to continued employment through each vesting date.

2. Includes 182,915 shares of common stock ("Common Stock") of Antero Resources Corporation (the "Issuer") subject to previously granted RSU awards and 53,002 shares of Common Stock subject to performance share units ("PSUs") in respect of which performance has been certified, in each case, that remain subject to service-based vesting.

3. In connection with the vesting and settlement of RSUs through the issuance of Common Stock pursuant to the Plan, the Issuer withheld Common Stock that would otherwise have been issued to the Reporting Person to satisfy their tax withholding obligations. The number of shares of Common Stock withheld was determined based on the closing price per share of Common Stock on March 7, 2024.

4. Includes 166,063 shares of Common Stock subject to previously granted RSU awards and 53,002 shares of Common Stock subject to PSUs in respect of which performance has been certified, in each case, that remain subject to service-based vesting.

5. Each PSU represents a contingent right to receive one share of Common Stock.

6. Vesting of the PSUs granted on March 7, 2024 is contingent upon the achievement of a performance and service requirement. The performance component measures absolute total shareholder return over each of four performance periods: Performance Period One beginning on March 7, 2024 and ending on March 7, 2025, Performance Period Two beginning on March 7, 2025 and ending on March 7, 2026, Performance Period Three beginning on March 7, 2026 and ending on March 7, 2027, and Performance Period Four beginning on March 7, 2024 and ending on March 7, 2027.

7. 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 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 March 7, 2027.

Remarks:

Senior Vice President - Legal, Chief Compliance Officer, General Counsel and Corporate Secretary

	/s/ Yvette K. Schultz	03/11/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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