SEC FORM 4

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^*

Manning Christopher Reid

(Last)

(First)

(Middle)

1615 WYNKOOP STREET

(Street)

DENVER

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
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/13/2015

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common stock, par value $0.01 per share								3,344⁽¹⁾	D⁽²⁾
Common stock, par value $0.01 per share	05/13/2015		J⁽³⁾⁽⁴⁾		6,192,101	D	$0⁽³⁾⁽⁴⁾	200,973,808⁽³⁾⁽⁴⁾	I	See footnote⁽³⁾⁽⁴⁾
Common stock, par value $0.01 per share	05/13/2015		S		178,378	D	$43.29⁽⁵⁾	200,795,430⁽³⁾⁽⁴⁾	I	See footnote⁽³⁾⁽⁴⁾
Common stock, par value $0.01 per share	05/13/2015		S		900	D	$44.02⁽⁶⁾	200,794,530⁽³⁾⁽⁴⁾	I	See footnote⁽³⁾⁽⁴⁾
Common stock, par value $0.01 per share	05/14/2015		S		133,505	D	$42.67⁽⁷⁾	200,661,025⁽³⁾⁽⁴⁾	I	See footnote⁽³⁾⁽⁴⁾
Common stock, par value $0.01 per share								35,750	I	See footnote⁽⁸⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Includes 1,526 shares of common stock of Antero Resources Corporation ("Common Stock") issued on October 16, 2014 under a Restricted Stock Agreement that will vest in a single installment one year from the date of grant, or October 16, 2015.

2. Mr. Manning holds these securities for the benefit of the Trilantic Capital Partners and its affiliated entities. Mr. Manning disclaims any beneficial ownership of these securities, except to the extent of his pecuniary interest therein.

3. The Reporting Person is a partner of Trilantic Capital Management L.P. ("Trilantic Capital Partners"). Certain entities managed by Trilantic Capital Partners and its affiliates hold a 8.5% direct voting interest in Antero Resources Investment LLC, a Delaware limited liability company ("Antero Investment"). The Trilantic Capital Partners entities are TCP Antero I-1 Holdco, LLC, TCP Antero I-2 Holdco, LLC and TCP Antero I-4 Holdco, LLC (collectively, the "TCP-Antero LLCs"). On May 13, 2015, Antero Investment made a pro rata distribution to its members, consisting of 807,899 shares of Common Stock to the TCP-Antero LLCs and 6,192,101 shares of Common Stock to the other members. Following the distribution, Antero Investment owned 200,165,909 shares of Common Stock. All shares indicated as indirectly owned by the Reporting Person are included because of his affiliation with Trilantic Capital Partners and the TCP-Antero LLCs. (cont'd in FN 4)

4. (cont'd from FN 3) The Reporting Person disclaims beneficial ownership of all such securities except to the extent of his pecuniary interest therein.

5. Sales by the TCP-Antero LLCs. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $43.00 to $43.98, inclusive. The reporting person undertakes to provide to Antero Resources Corporation, any security holder of Antero Resources Corporation or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (5), (6) and (7) to this Form 4.

6. Sales by the TCP-Antero LLCs. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $44.00 to $44.03, inclusive.

7. Sales by the TCP-Antero LLCs. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $42.50 to $43.13, inclusive.

8. Represents shares held by TCP Antero Principals LLC, a Trilantic Capital Partners entity. All shares indicated as indirectly owned by the Reporting Person are included because of his affiliation with the Trilantic Capital Partners entities, as described above. The Reporting Person disclaims beneficial ownership of all such securities except to the extent of his pecuniary interest therein.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	/s/ Giulianna K. Ruiz, attorney-in-fact	05/15/2015
	** Signature of Reporting Person	Date
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