X0206 3 2013-10-09 0 0001433270 ANTERO RESOURCES Corp AR 0001157334 Warburg Pincus Private Equity VIII, L.P. C/O WARBURG PINCUS & CO. 450 LEXINGTON AVENUE NEW YORK NY 10017 1 0 1 0 0001588064 WP Antero, LLC C/O WARBURG PINCUS & CO. 450 LEXINGTON AVENUE NEW YORK NY 10017 1 0 1 0 0001322709 Warburg Pincus Partners LLC C/O WARBURG PINCUS & CO. 450 LEXINGTON AVENUE NEW YORK NY 10017 1 0 1 0 0001162870 WARBURG PINCUS LLC C/O WARBURG PINCUS & CO. 450 LEXINGTON AVENUE NEW YORK NY 10017 0 0 1 0 0000929408 WARBURG PINCUS & CO. C/O WARBURG PINCUS & CO. 450 LEXINGTON AVENUE NEW YORK NY 10017 1 0 1 0 0001239318 KAYE CHARLES R C/O WARBURG PINCUS & CO. 450 LEXINGTON AVENUE NEW YORK NY 10017 0 0 1 0 0001220638 Landy Joseph P. C/O WARBURG PINCUS & CO. 450 LEXINGTON AVENUE NEW YORK NY 10017 0 0 1 0 Common Stock, par value $1.00 per share 1127 I See footnotes This Form 3 is being filed in connection with the effectiveness of the Registration Statement on Form S-1 (Registration No. 333-189284) of Antero Resources Corporation (the "Issuer"). The Warburg Pincus Entities, as defined below, collectively hold a 38.4% voting interest, and a minority economic interest that is determined based on a multi-level waterfall, in Antero Resources LLC, which directly owns all of the issued and outstanding shares of the Issuer as of the effective time. The Warburg Pincus Entities that are members in Antero Resources LLC are Warburg Pincus Private Equity VIII, L.P., a Delaware limited partnership, ("WP VIII", and together with its two affiliated partnerships Warburg Pincus Netherlands Private Equity VIII C.V. I, a company formed under the laws of the Netherlands ("WP VIII CV I"), and WP-WPVIII Investors, L.P., a Delaware limited partnership, ("WP-WPVIII Investors"), collectively, the "WP VIII Funds"). WP-WPVIII Investors LLC, a Delaware limited liability company ("WP-WPVIII LLC"), is the general partner of WP-WPVIII Investors. Warburg Pincus Partners LLC, a New York limited liability company ("WP Partners"), is the sole member of WP-WPVIII LLC and the general partner of WP VIII and WP VIII CV I. Warburg Pincus & Co., a New York general partnership ("WP"), is the managing member of WP Partners. Warburg Pincus LLC, a New York limited liability company ("WP LLC"), is the manager of the WP VIII Funds. 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 VIII Funds, WP Partners, WP LLC and WP are collectively referred to herein as the "Warburg Pincus Entities." Each Warburg Pincus Entity disclaims beneficial ownership with respect to any shares of Common Stock of the Issuer, except to the extent of its indirect pecuniary interest in such shares of Common Stock. The WP VIII Funds, WP Partners and WP are directors-by-deputization solely for purposes of Section 16 of the Securities Exchange Act of 1934, as amended. Information with respect to each of the Warburg Pincus Entities is given solely by such Warburg Pincus Entity, and no Warburg Pincus Entity has responsibility for the accuracy or completeness of information supplied by another Warburg Pincus Entity. Due to the limitations on the number of Reporting Persons allowed on Form 3, Warburg Pincus Private Equity X, L.P., a Delaware limited partnership and its affiliates, who may be deemed to hold beneficial ownership in the shares of Common Stock of the Issuer, report such beneficial ownership on a separate Form 3. * 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 January 15, 2013 as an exhibit to a statement on Schedule 13D/A filed by Warburg Pincus Private Equity X, L.P. with respect to Talon Therapeutics, Inc. and is hereby incorporated by reference. /s/ Scott A. Arenare, Attorney-in-fact for Warburg Pincus & Co., the managing member of Warburg Pincus Partners LLC, the general partner of Warburg Pincus Private Equity VIII, L.P.* 2013-10-09 /s/ Scott A. Arenare, Director, WP Antero Topco, Inc., the managing member of WP Antero Holdco, LLC, the Managing Member of WP Antero, LLC 2013-10-09 /s/ Scott A. Arenare, Attorney-in-fact for Warburg Pincus & Co., the managing member of Warburg Pincus Partners LLC* 2013-10-09 /s/ Scott A. Arenare, Managing Director, Warburg Pincus LLC 2013-10-09 /s/ Scott A. Arenare, Attorney-in-fact for Warburg Pincus & Co.* 2013-10-09 /s/ Scott A. Arenare, Attorney-in-fact for Charles R. Kaye* 2013-10-09 /s/ Scott A. Arenare, Attorney-in-fact for Joseph P. Landy* 2013-10-09