X0306 4 2017-11-12 0 0001598968 Antero Midstream Partners LP AM 0001375364 Warren Glen C Jr 1615 WYNKOOP STREET DENVER CO 80202 1 1 0 0 President and Secretary Common Units representing limited partner interests 2017-11-12 4 F 0 14906 27.40 D 214671 D In connection with the vesting and settlement of phantom units through the issuance of common units representing limited partner interests in the Issuer ("Common Units") pursuant to a Phantom Unit Agreement and the Antero Midstream Partners LP Long-Term Incentive Plan, the Issuer withheld Common Units that would otherwise have been issued to the Reporting Person to satisfy its tax withholding obligations. The number of Common Units withheld was determined based on the closing price per Common Unit on November 10, 2017. Includes 113,564 Common Units that remain subject to vesting. Includes 40,000 Common Units held by Canton Investment Holdings LLC ("Canton"). Mr. Warren is the sole member of Canton. Mr. Warren disclaims beneficial ownership of all Common Units held by Canton except to the extent of his pecuniary interest therein. The Issuer is a Delaware limited partnership, managed by the directors and officers of its general partner, Antero Midstream Partners GP LLC ("AMP GP"). Mr. Warren is a director and the President and Secretary of AMP GP. /s/ Alvyn A. Schopp, as attorney-in-fact for Glen C. Warren, Jr. 2017-11-14