SEC FORM 3

SEC Form 3

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

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

BUTLER WILLIAM B D

(Last)

(First)

(Middle)

C/O ATHLON ENERGY INC.

420 THROCKMORTON STREET, SUITE 1200

(Street)

FORT WORTH

76102

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/01/2013

3. Issuer Name and Ticker or Trading Symbol
Athlon Energy Inc. [ ATHL ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP AND CFO

5. 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 Beneficially Owned
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 STOCK	2,536⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Class A limited partner interests	⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	NEW HOLDINGS UNITS	⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	D

Explanation of Responses:

1. Pursuant to the terms of a Contribution and Exchange Agreement between the Reporting Person and the Issuer and as disclosed in the Registration Statement on Form S-1 filed with the Securities and Exchange Commission (File No. 333-189109) (the "Registration Statement"), the shares of Issuer common stock reported herein are subject to adjustment in connection with the consummation of the Issuer's initial public offering (the "IPO").

2. Upon closing of the IPO, the limited partnership agreement of Athlon Holdings LP ("Athlon Holdings"), which is controlled by the Issuer, will be amended and restated to, among other things, reclassify Athlon Holdings LP's different classes of interests into a single new class of units referred to as New Holdings Units. The Reporting Person currently holds a 0.4013% Class A limited partnership interest in Athlon Holdings.

3. As disclosed in the Registration Statement, pursuant to an Exchange Agreement to be entered into by the Reporting Person and the Issuer in connection with the closing of the IPO, the Reporting Person may, under certain circumstances after the first anniversary of the closing of the IPO, exchange his New Holdings Units for shares of Issuer common stock on a one-for-one basis, subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	/s/ Robert C. Reeves, Attorney-in-Fact for William B. D. Butler	08/01/2013
	** 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.