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)
05/09/2023
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 05/09/2023 M 62,812 A (1) 11,286,680(2) D
Common stock, par value $0.01 per share 05/09/2023 A 85,843(3) A $0 11,372,523(2) D
Common stock, par value $0.01 per share 05/09/2023 F 175,879(4) D $21.1 11,196,644(2) D
Common stock, par value $0.01 per share 05/09/2023 A 78,782(5) A $0 11,275,426(6) D
Common stock, par value $0.01 per share 05/09/2023 A 44,880(7) A $0 11,320,306(8) D
Common stock, par value $0.01 per share 5,284,264(9) I See Footnote(9)
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 (1)(10) 05/09/2023 M 62,812 (1)(10) (1)(10) Common stock, par value $0.01 per share 62,812 (1)(10) 0 D
Explanation of Responses:
1. On May 9, 2023, the Compensation Committee of Antero Resources Corp. (the "Issuer") certified the Issuer's absolute total shareholder return ("TSR") performance over the fourth performance period, which ran from July 15, 2020 through April 15, 2023, at the maximum level, resulting in 25% of the performance share units ("PSUs") originally granted on July 15, 2020 that vest based on absolute TSR becoming earned at 150% of the target amount granted. On May 9, 2023, the Compensation Committee also certified the Issuer's absolute TSR performance over the third performance period, which ran from April 15, 2022 through April 15, 2023, at below the threshold level, resulting in 0% of the PSUs originally granted on July 15, 2020 that vest based on absolute TSR over such third performance period becoming earned. The service-based vesting requirements applicable to the PSUs originally granted on July 15, 2020 that vest based on absolute TSR were satisfied as of April 15, 2023.
2. Includes 627,142 shares of common stock of the Issuer ("Common Stock") subject to previously granted restricted stock unit awards ("RSUs") and 389,114 shares of Common Stock subject to previously granted PSUs, in each case, that remain subject to service-based vesting.
3. On May 9, 2023, the Compensation Committee certified the Issuer's relative TSR performance over the third performance period, which ran from April 15, 2022 through April 15, 2023, at between the threshold and target performance levels, resulting in 25% of the PSUs originally granted on July 15, 2020 that vest based on relative TSR becoming earned at 55% of the target amount granted. On May 9, 2023, the Compensation Committee also certified the Issuer's relative TSR performance over the fourth performance period, which ran from July 15, 2020 through April 15, 2023, at the maximum level, resulting in 25% of the PSUs originally granted on July 15, 2020 that vest based on relative TSR becoming earned at 150% of the target amount granted. The service-based vesting requirements applicable to the PSUs originally granted on July 15, 2020 that vest based on relative TSR were satisfied as of April 15, 2023.
4. In connection with the vesting and settlement of the PSUs originally granted on July 15, 2020 through the issuance of Common Stock pursuant to the Antero Resources Corporation 2020 Long-Term Incentive Plan, the Issuer withheld Common Stock that would have otherwise 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 May 9, 2023.
5. On May 9, 2023, the Compensation Committee certified the Issuer's net debt to adjusted EBITDAX multiple over the second performance period, which ran from January 1, 2022 through December 31, 2022, at the maximum level, resulting in 33% of the PSUs originally granted on April 15, 2021 that vest based on the Issuer's net debt to adjusted EBITDAX multiple becoming earned at 200% of the target amount granted. These PSUs remain outstanding and subject to service-based vesting requirements until December 31, 2023.
6. Includes 627,142 shares of Common Stock subject to previously granted RSUs and 467,896 shares of Common Stock subject to previously granted PSUs, in each case, that remain subject to service-based vesting.
7. On May 9, 2023, the Compensation Committee certified the Issuer's net debt to adjusted EBITDAX multiple over the first performance period, which ran from January 1, 2022 through December 31, 2022, at the maximum level, resulting in 33% of the PSUs originally granted on April 15, 2022 that vest based on the Issuer's net debt to adjusted EBITDAX multiple becoming earned at 200% of the target amount granted. These PSUs remain outstanding and subject to service-based vesting requirements until December 31, 2024.
8. Includes 627,142 shares of Common Stock subject to previously granted RSUs and 512,776 shares of Common Stock subject to previously granted PSUs, in each case, that remain subject to service-based vesting.
9. 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.
10. Each PSU represented a contingent right to receive one share of Common Stock.
Remarks:
Chairman of the Board, Chief Executive Officer & President
/s/ Yvette K. Schultz, as attorney-in-fact for Paul M. Rady 05/11/2023
** Signature of Reporting Person Date
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