| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
ANTERO RESOURCES Corp [ AR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/19/2014 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 05/19/2014 | S | 12,000,000(1) | D | $62 | 208,965,909(2)(6) | I | See footnote(1)(2)(3)(4)(5)(6) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. On May 19, 2014, Antero Resources Investment LLC, a Delaware limited liability company ("Antero Investment"), sold 12,000,000 shares of common stock of Antero Resources Corporation ("Common Stock"). |
| 2. The Warburg Pincus entities, as defined below, collectively hold a 38.4% voting interest, and a minority economic interest that is determined based on a multi-level waterfall, in Antero Investment, which directly owns 208,965,909 shares of Antero Resources Corporation as of the date hereof. |
| 3. Each of Warburg Pincus Private Equity X, L.P., a Delaware limited partnership ("WP X"), Warburg Pincus X Partners, L.P., a Delaware limited partnership ("WP X Partners," and together with WP X, "WP X Funds"), and Warburg Pincus Private Equity X O&G, L.P., a Delaware limited partnership ("WP X O&G") and other affiliates reporting on a separate Form 4 (see Remarks below) hold a beneficial interest in WP Antero, LLC, a Delaware limited liability company ("WP Antero"), an indirect subsidiary of WP X and WP X O&G, a direct subsidiary of WP X Partners and a member in Antero Investments. (cont'd) |
| 4. Warburg Pincus X, L.P., a Delaware limited partnership ("WP X GP"), is the general partner of WP X Funds and WP X O&G. Warburg Pincus X LLC, a Delaware limited liability company ("WP X LLC"), is the general partner of WP X GP. Warburg Pincus Partners LLC, a New York limited liability company ("WP Partners"), is the sole member of WP X LLC. Warburg Pincus & Co., a New York general partnership ("WP"), is the managing member of WP Partners. (cont'd) |
| 5. Warburg Pincus LLC, a New York limited liability company ("WP LLC"), is the manager of the WP X Funds, and WP X O&G. Charles R. Kaye and Joseph P. Landy are each a Managing General Partner of WP and a Managing Member and Co-Chief Executive Officer of WP LLC and may be deemed to control the Warburg Pincus Entities. Each of Messrs. Kaye and Landy, together with the WP X Funds, WP X O&G, WP Antero, WP X GP, WP X LLC, WP Partners, WP LLC and WP are collectively referred to herein as the "Warburg Pincus Entities." |
| 6. Each Warburg Pincus Entity disclaims beneficial ownership with respect to any shares of Common Stock, except to the extent of its indirect pecuniary interest in such shares of Common Stock. The WP X Funds, WP X O&G, WP X GP, WP X LLC, WP Partners, WP Antero and WP are directors-by-deputization solely for purposes of Section 16 of the Securities Exchange Act of 1934, as amended. Information with respect to each of the Warburg Pincus Entities is given solely by such Warburg Pincus Entity, and no Warburg Pincus Entity has responsibility for the accuracy or completeness of information supplied by another Warburg Pincus Entity. |
| Remarks: |
| Due to the limitation on the number of Reporting Persons allowed on Form 4, WP Antero, LLC is included as a Reporting Person on the Form 4 filed by Warburg Pincus Private Equity VIII, L.P. * The Power of Attorney given by each of Warburg Pincus & Co., Mr. Kaye and Mr. Landy was previously filed with the U.S. Securities & Exchange Commission on January 15, 2013 as an exhibit to a statement on Schedule 13D/A filed by Warburg Pincus Private Equity X, L.P. with respect to Talon Therapeutics, Inc. and is hereby incorporated by reference. |
| /s/ Steven G. Glenn, Partner for Warburg Pincus & Co., the managing member of Warburg Pincus Partners LLC, the sole member of Warburg Pincus X LLC, the GP of Warburg Pincus X, L.P., the GP of Warburg Pincus Private Equity X, L.P. | 05/21/2014 | |
| /s/ Steven G. Glenn, Partner for Warburg Pincus & Co., the managing member of Warburg Pincus Partners LLC, the sole member of Warburg Pincus X LLC, the GP of Warburg Pincus X, L.P., the GP of Warburg Pincus X Partners, L.P. | 05/21/2014 | |
| /s/ Steven G. Glenn, Partner for Warburg Pincus & Co., the managing member of Warburg Pincus Partners LLC, the sole member of Warburg Pincus X LLC, the GP of Warburg Pincus X, L.P., the GP of Warburg Pincus Private Equity X O&G, L.P. | 05/21/2014 | |
| /s/ Steven G. Glenn, Partner for Warburg Pincus & Co., the managing member of Warburg Pincus Partners LLC, the sole member of Warburg Pincus X LLC, the general partner of Warburg Pincus X, L.P. | 05/21/2014 | |
| /s/ Steven G. Glenn, Partner for Warburg Pincus & Co., the managing member of Warburg Pincus Partners LLC, the sole member of Warburg Pincus X LLC | 05/21/2014 | |
| /s/ Steven G. Glenn, Partner for Warburg Pincus & Co., the managing member of Warburg Pincus Partners LLC | 05/21/2014 | |
| /s/ Steven G. Glenn, Partner for Warburg Pincus & Co. | 05/21/2014 | |
| /s/ Steven G. Glenn, Managing Director, Warburg Pincus LLC | 05/21/2014 | |
| /s/ Steven G. Glenn, Attorney-in-fact* for Charles R. Kaye | 05/21/2014 | |
| /s/ Steven G. Glenn, Attorney-in-fact* for Joseph P. Landy | 05/21/2014 | |
| ** 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. | ||