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*
Warren Glen C Jr

(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)
04/15/2019
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 04/15/2019 F 23,193(1) D $8.59 10,126,299(2)(3) D
Common stock, par value $0.01 per share 7 I See Footnote(4)
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 (5) 04/15/2019 A 209,546 (6) (6) Common Stock 209,546 $0 209,546 D
Explanation of Responses:
1. In connection with the vesting of shares of restricted stock units pursuant to the Antero Resources Corporation Long-Term Incentive Plan, the Issuer withheld shares that would otherwise have been issued to the Reporting Person to satisfy its tax withholding obligations. The number of shares withheld was determined based on the closing price per share on April 15, 2019.
2. Includes 38,462 shares of common stock subject to previously granted restricted stock unit awards that remain subject to vesting.
3. Includes 3,848,997 shares of common stock held by Canton Investment Holdings LLC ("Canton"). The Reporting Person is the managing member and 50% owner of Canton. The Reporting Person disclaims beneficial ownership of all shares held by Canton except to the extent of his pecuniary interest therein.
4. Represents shares purchased by a family member of the Reporting Person. All shares indicated as indirectly owned by the Reporting Person are included because of his relation to the purchaser. The Reporting Person disclaims beneficial ownership of all shares reported except to the extent of his pecuniary interest therein.
5. Each performance share unit ("PSU") represents a contingent right to receive one share of common stock of the Issuer.
6. The PSUs vest on April 15, 2022 based upon the Issuer's achievement of absolute total shareholder return goals. Depending on the level of achievement of such goals, the actual number of PSUs earned could range from 0% to 200% of the target number of PSUs, as shown in columns 5 and 6.
Remarks:
Director, President, Chief Financial Officer and Secretary
/s/ Alvyn A. Schopp, as attorney-in-fact for Glen C. Warren, Jr. 04/16/2019
** 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 4 (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.