0001104659-24-030050.txt : 20240301 0001104659-24-030050.hdr.sgml : 20240301 20240301171436 ACCESSION NUMBER: 0001104659-24-030050 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240228 FILED AS OF DATE: 20240301 DATE AS OF CHANGE: 20240301 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kennedy Michael N. CENTRAL INDEX KEY: 0001477679 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36120 FILM NUMBER: 24711522 MAIL ADDRESS: STREET 1: 707 - 17TH STREET STREET 2: SUITE 3600 CITY: DENVER STATE: CO ZIP: 80202 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ANTERO RESOURCES Corp CENTRAL INDEX KEY: 0001433270 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] ORGANIZATION NAME: 01 Energy & Transportation IRS NUMBER: 800162034 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1615 WYNKOOP STREET CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 303-357-7325 MAIL ADDRESS: STREET 1: 1615 WYNKOOP STREET CITY: DENVER STATE: CO ZIP: 80202 FORMER COMPANY: FORMER CONFORMED NAME: ANTERO RESOURCES APPALACHIAN CORP DATE OF NAME CHANGE: 20100209 FORMER COMPANY: FORMER CONFORMED NAME: ANTERO RESOURCES BARNETT CORP DATE OF NAME CHANGE: 20080424 4 1 tm247724-1_4seq1.xml OWNERSHIP DOCUMENT X0508 4 2024-02-28 0 0001433270 ANTERO RESOURCES Corp AR 0001477679 Kennedy Michael N. 1615 WYNKOOP STREET DENVER CO 80202 0 1 0 0 See Remarks 0 Common stock, par value $0.01 per share 2024-02-28 4 A 0 17508 0 A 985035 D Common stock, par value $0.01 per share 2024-02-28 4 F 0 17378 25.46 D 967657 D Common stock, par value $0.01 per share 2024-02-28 4 A 0 15354 0 A 983011 D Common stock, par value $0.01 per share 2024-02-28 4 A 0 16290 0 A 999301 D Common stock, par value $0.01 per share 2024-02-28 4 A 0 27606 0 A 1026907 D On February 28, 2024, the Compensation Committee (the "Compensation Committee") of Antero Resources Corp. (the "Issuer") certified the Issuer's net debt to adjusted EBITDAX multiple over the third and final performance period, which ran from January 1, 2023 through December 31, 2023, at the maximum level, resulting in 33% of the performance share units ("PSUs") originally granted on April 15, 2021 that vest based on the Issuer's net debt to adjusted EBITDAX multiple becoming earned at 200% of the target amount granted. The service-based vesting requirements applicable to the PSUs originally granted on April 15, 2021 that vest based on the Issuer's net debt to adjusted EBITDAX multiple were satisfied as of December 31, 2023. Includes 172,369 shares of common stock of the Issuer ("Common Stock") subject to previously granted restricted stock unit awards ("RSUs") and 28,484 shares of Common Stock subject to previously granted PSUs, in each case, that remain subject to service-based vesting. In connection with the vesting and settlement of the PSUs originally granted on April 15, 2021 through the issuance of Common Stock pursuant to the Antero Resources Corporation 2020 Long-Term Incentive Plan, the Issuer withheld Common Stock that would have otherwise been issued to the Reporting Person to satisfy their tax withholding obligations. The number of shares of Common Stock withheld was determined based on the closing price per share of Common Stock on February 28, 2024. On February 28, 2024, the Compensation Committee certified the Issuer's net debt to adjusted EBITDAX multiple over the second performance period, which ran from January 1, 2023 through December 31, 2023, at the maximum level, resulting in 33% of the PSUs originally granted on April 15, 2022 that vest based on the Issuer's net debt to adjusted EBITDAX multiple becoming earned at 200% of the target amount granted. These PSUs remain outstanding and subject to service-based vesting requirements until December 31, 2024. Includes 172,369 shares of Common Stock subject to previously granted RSUs and 43,838 shares of Common Stock subject to previously granted PSUs, in each case, that remain subject to service-based vesting. On February 28, 2024, the Compensation Committee certified the Issuer's net debt to adjusted EBITDAX multiple over the first performance period, which ran from January 1, 2023 through December 31, 2023, at the maximum level, resulting in 33% of the PSUs originally granted on October 19, 2022 that vest based on the Issuer's net debt to adjusted EBITDAX multiple becoming earned at 200% of the target amount granted. These PSUs remain outstanding and subject to service-based vesting requirements until December 31, 2025. Includes 172,369 shares of Common Stock subject to previously granted RSUs and 60,128 shares of Common Stock subject to previously granted PSUs, in each case, that remain subject to service-based vesting. On February 28, 2024, the Compensation Committee certified the Issuer's net debt to adjusted EBITDAX multiple over the first performance period, which ran from January 1, 2023 through December 31, 2023, at the maximum level, resulting in 33% of the PSUs originally granted on March 7, 2023 that vest based on the Issuer's net debt to adjusted EBITDAX multiple becoming earned at 200% of the target amount granted. These PSUs remain outstanding and subject to service-based vesting requirements until December 31, 2025. Includes 172,369 shares of Common Stock subject to previously granted RSUs and 87,734 shares of Common Stock subject to previously granted PSUs, in each case, that remain subject to service-based vesting. On February 28, 2024, the Compensation Committee certified the Issuer's absolute total stockholder return ("TSR") performance over the first performance period, which ran from January 1, 2023 through December 31, 2023, at below the threshold level, resulting in 0% of the PSUs originally granted on October 19, 2022 that vest based on absolute TSR over such first performance period becoming earned. Therefore, the total reported in this column does not include any PSUs with respect to such award despite such PSUs previously being reported in Table II of the Form 4 filed by the Reporting Person on October 19, 2022. Chief Financial Officer and Senior Vice President - Finance /s/ Yvette K. Schultz, as attorney-in-fact for Michael N. Kennedy 2024-03-01