| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 05/12/2017 | 3. Issuer Name and Ticker or Trading Symbol Antero Midstream GP LP [ AMGP ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. 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 Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common shares representing limited partnership interests | 33,529,359 | D(1)(2)(3)(4)(5) | |
| Common shares representing limited partnership interests | 34,602,022 | I | See footnotes(1)(2)(3)(4)(5)(6)(7) |
| Common shares representing limited partnership interests | 34,653,828 | I | See footnotes(1)(2)(3)(4)(5)(6)(7)(8) |
| Common shares representing limited partnership interests | 53,045,113 | I | See footnotes(1)(2)(3)(4)(5)(6)(8)(9) |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| 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. This Form 3 is filed on behalf of Warburg Pincus Private Equity X O&G, L.P., a Delaware limited partnership ("WP X O&G" and together with its affiliated partnership, Warburg Pincus X Partners, L.P., a Delaware limited partnership ("WP X Partners"), the "WP X O&G Funds"). The Warburg Pincus Entities (as defined below) collectively own 53,045,113 common shares representing limited partnership interests (the "Common Shares") of Antero Midstream GP LP (the "Issuer"), as of May 12, 2017. Of those 53,045,113 Common Shares, (i) 33,529,359 are owned by WP X O&G and 1,072,663 are owned by WP X Partners, for an aggregate total of 34,602,022 Common Shares owned by the WP X O&G Funds, and (ii) 18,443,091 are owned by the WP VIII Funds, as defined below. |
| 2. The Warburg Pincus funds are the WP X O&G Funds and Warburg Pincus Private Equity VIII, L.P., a Delaware limited partnership ("WP VIII"), and its two affiliated partnerships, Warburg Pincus Netherlands Private Equity VIII C.V. I, a limited partnership formed under the laws of the Netherlands ("WP VIII CV I"), and WP-WPVIII Investors, L.P., a Delaware limited partnership ("WP-WPVIII Investors"), and together with WP VIII and WP VIII CV I, the "WP VIII Funds"). |
| 3. Warburg Pincus X, L.P., a Delaware limited partnership ("WP X GP"), is the general partner of each of the WP X O&G Funds. 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"), is the general partner of (i) WP X GP, and (ii) WP-WPVIII Investors GP L.P., a Delaware limited partnership ("WP-WPVIII GP"), which, in turn, is the general partner of WP-WPVIII Investors. Warburg Pincus Partners, L.P., a Delaware limited partnership ("WP Partners"), is (i) the managing member of WPP GP, and (ii) the general partner of WP VIII and WP VIII CV I. Warburg Pincus Partners GP LLC, a Delaware limited liability company ("WP Partners GP"), is the general partner of WP Partners. |
| 4. Warburg Pincus & Co., a New York general partnership ("WP"), is the managing member of WP Partners GP. Warburg Pincus LLC, a New York limited liability company ("WP LLC"), is the manager of each of the WP X O&G Funds and the WP VIII Funds. |
| 5. Each of the WP X O&G Funds, the WP VIII Funds, WP-WPVIII GP, WP X GP, WP X GP LP, WPP GP, WP Partners, WP Partners GP, WP and WP LLC are collectively referred to herein as the "Warburg Pincus Entities." Charles R. Kaye and Joseph P. Landy are each Managing General Partners of WP and Managing Members and Co-Chief Executive Officers of WP LLC and may be deemed to control the Warburg Pincus Entities |
| 6. By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (i) WP X GP, WP X GP LP, WPP GP, WP Partners, WP Partners GP, WP, WP LLC, and Messrs. Kaye and Landy and certain affiliates may be deemed to be beneficial owners of the 34,602,022 Common Shares of the Issuer held collectively by the WP X O&G Funds, and (ii) WPP GP, WP Partners, WP Partners GP, WP, WP LLC, and Messrs. Kaye and Landy and certain affiliates may be deemed to be beneficial owners of the 18,443,091 Common Shares of the Issuer held collectively by the WP VIII Funds. The Warburg Pincus Entities, Messrs. Kaye and Landy and such affiliates disclaim beneficial ownership of such Common Shares of the Issuer except to the extent of their direct pecuniary interest therein. WP X O&G, WP X GP, WP X GP LP, WPP GP, WP Partners, WP Partners GP, WP and WP LLC is a director-by-deputization solely for purposes of Section 16 of the Exchange Act. |
| 7. WP X GP and WP X GP LP each indirectly holds, and therefore may be deemed to be the beneficial owner of, the 34,602,022 Common Shares of the Issuer, directly held by the WP X O&G Funds. |
| 8. WPP GP indirectly holds, and therefore may be deemed to be the beneficial owner of, the 34,653,828 Common Shares of the Issuer directly held by WP-WPVIII Investors and the WP X O&G Funds. |
| 9. WP Partners, WP Partners GP, WP and WP LLC each indirectly holds, and therefore may be deemed to be the beneficial owner of, the 53,045,113 Common Shares of the Issuer directly held by the WP VIII Funds and the WP X O&G Funds. |
| Remarks: |
| Exhibit List: Exhibit 99.2 - Joint Filer Information Exhibit 99.3 - Joint Filers' Signatures |
| /s/ Robert B. Knauss | 05/22/2017 | |
| ** 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 5 (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. | ||
