| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol ANTERO RESOURCES Corp [ AR ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 05/07/2015 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 05/07/2015 | D | 3,602,779(1) | D | $0.0000 | 200,165,909(1) | I | See footnotes(1)(2)(3)(4) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. On May 7, 2015, the WP X Funds (as defined below in footnote 2), distributed an aggregate of 3,602,779 shares of common stock of Antero Resources Corporation ("Common Stock") to their partners on a pro rata basis, with no consideration being paid in connection therewith. |
| 2. Each of Warburg Pincus Private Equity X, L.P., a Delaware limited partnership ("WP X"), Warburg Pincus X Partners, L.P., a Delaware limited partnership ("WP X Partners," and together with WP X, the "WP X Funds"), and Warburg Pincus Private Equity X O&G, L.P., a Delaware limited partnership ("WP X O&G"), hold a beneficial interest in WP Antero, LLC, a Delaware limited liability company ("WP Antero"), an indirect subsidiary of WP X and WP X O&G, and a direct subsidiary of WP X Partners and a member in Antero Resources Investment, LLC. |
| 3. Warburg Pincus X, L.P., a Delaware limited partnership ("WP X GP"), is the general partner of WP X Funds and WP X O&G. Warburg Pincus X GP L.P., a Delaware limited partnership ("WP X GP LP"), is the general partner of WP X GP. WPP GP LLC, a Delaware limited liability company ("WPP GP LLC") is the general partner of WP X GP LP. WP is the managing member of Warburg Pincus Partners GP LLC, a Delaware limited liability company ("WP Partners GP"), which is the general partner of Warburg Pincus Partners, L.P., a Delaware limited partnership ("WP Partners"), which is the managing member of WPP GP LLC. WP LLC is the manager of the WP X Funds, and WP X O&G. |
| 4. Warburg Pincus LLC, a New York limited liability company ("WP LLC"), is the manager of the WP X Funds, and WP X O&G. Warburg Pincus & Co., a New York general partnership ("WP"), is a member and managing director of WP LLC. Charles R. Kaye and Joseph P. Landy are each a Managing General Partner of WP and a Managing Member and Co-President of WP LLC and may be deemed to control the Warburg Pincus Entities. Each of Messrs. Kaye and Landy, together with the WP X Funds, WP X O&G, WP X GP, WP X GP LP, WPP GP LLC, WP Antero, WP Partners, WP Partners GP, WP LLC and WP are collectively referred to herein as the "Warburg Pincus Entities." |
| Remarks: |
| Due to the limitation on the number of Reporting Persons allowed on Form 4, WP Antero, LLC and WPP GP LLC are included as a Reporting Person on the Form 4 filed by Warburg Pincus Private Equity VIII, L.P. * The Power of Attorney given by each of Warburg Pincus & Co., Mr. Kaye and Mr. Landy was previously filed with the U.S. Securities & Exchange Commission on November 26, 2013 as an exhibit to a statement on Form 4 filed by Warburg Pincus Private Equity IX, L.P. with respect to Laredo Petroleum Holdings, Inc. (now known as Laredo Petroleum, Inc.) and is hereby incorporated by reference. |
| WP X By: WP X, its general partner (''GP'') By: WP X GP L.P., its GP By: WPP GP LLC, its GP By: WP Partners, its managing member (''MM'') By: WP Partners GP, its GP By: WP, its MM By: /s/ Steven G. Glenn (SG) Name: SG Title: Partner | 05/07/2015 | |
| WP X PARTNERS By: WP X GP., its GP By: WP X GP LP, its GP By: WPP GP LLC, its GP By: WP Partners, its MM By: WP Partners GP, its GP By: WP, its MM By: /s/ Steven G. Glenn (SG) Name: SG Title: Partner | 05/07/2015 | |
| WP X O&G By: WP X GP, its GP By: WP X GP L.P., its GP By: WPP GP LLC, its GP By: WP Partners, its MM By: WP Partners GP, its GP By: WP, its MM By: /s/ Steven G. Glenn (SG) Name: SG Title: Partner | 05/07/2015 | |
| WP X GP By: Warburg Pincus X GP L.P., its GP By: WPP GP LLC, its GP By: WP Partners, its MM By: WP Partners GP, its GP By: Warburg Pincus & Co., its MM By: /s/ Steven G. Glenn (SG) Name: SG Title: Partner | 05/07/2015 | |
| WARBURG PINCUS X GP L.P. By: WPP GP LLC, its general partner By: WP Partners., its managing member By: WP Partners, its general partner By: Warburg Pincus & Co., its managing member By: /s/ Steven G. Glenn Name: Steven G. Glenn Title: Partner | 05/07/2015 | |
| WARBURG PINCUS PARTNERS GP LLC By: Warburg Pincus & Co., its managing member By: /s/ Steven G. Glenn Name: Steven G. Glenn Title: Partner | 05/07/2015 | |
| WARBURG PINCUS & CO. By: /s/ Steven G. Glenn Name: Steven G. Glenn Title: Partner | 05/07/2015 | |
| WARBURG PINCUS LLC By: /s/ Steven G. Glenn Name: Steven G. Glenn Title: Managing Director | 05/07/2015 | |
| CHARLES R. KAYE By: /s/ Steven G. Glenn, Attorney-in-Fact* | 05/07/2015 | |
| JOSEPH P. LANDY By: /s/ Steven G. Glenn, Attorney-in-Fact* | 05/07/2015 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
