X0306 4 2015-09-23 0 0001598968 Antero Midstream Partners LP AM 0001433270 ANTERO RESOURCES Corp 1615 WYNKOOP STREET DENVER CO 80202 0 0 1 0 Common Units representing limited partner interests 2015-09-23 4 J 0 10988421 A 40929378 D On September 23, 2015, Antero Midstream Partners LP, a Delaware limited partnership (the "Issuer") completed the previously announced transaction by which (i) the Issuer acquired all of the outstanding limited liability company interests of Antero Water LLC, a wholly-owned subsidiary of Antero Resources Corporation, a Delaware corporation (the "Reporting Person"), and (ii) Antero Treatment LLC, a wholly-owned subsidiary of the Issuer, acquired all of the assets, contracts, rights, permits and properties owned or leased by the Reporting Person and used primarily in connection with the construction, ownership, operation, use or maintenance of the Reporting Person's advanced wastewater treatment complex to be constructed in Doddridge County, West Virginia. The total consideration paid by the Issuer to the Reporting Person in connection with the foregoing acquisition was approximately $794 million, less approximately $171 million of indebtedness assumed by the Issuer, and 10,988,421 Common Units. /s/ Alvyn A. Schopp, Chief Administrative Officer, Regional Vice President and Treasurer of Antero Resources Corporation 2015-09-24