0001104659-19-031562.txt : 20190523
0001104659-19-031562.hdr.sgml : 20190523
20190523200415
ACCESSION NUMBER: 0001104659-19-031562
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20190521
FILED AS OF DATE: 20190523
DATE AS OF CHANGE: 20190523
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Landy Joseph P.
CENTRAL INDEX KEY: 0001220638
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38075
FILM NUMBER: 19851784
MAIL ADDRESS:
STREET 1: C/O WARBURG PINCUS LLC
STREET 2: 450 LEXINGTON AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10017
FORMER NAME:
FORMER CONFORMED NAME: LANDY JOSEPH
DATE OF NAME CHANGE: 20030225
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: KAYE CHARLES R
CENTRAL INDEX KEY: 0001239318
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38075
FILM NUMBER: 19851785
MAIL ADDRESS:
STREET 1: C/O WARBURG PINCUS LLC
STREET 2: 450 LEXINGTON AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10017
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: WARBURG PINCUS LLC
CENTRAL INDEX KEY: 0001162870
STATE OF INCORPORATION: NY
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38075
FILM NUMBER: 19851786
BUSINESS ADDRESS:
STREET 1: 450 LEXINGTON AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10017
BUSINESS PHONE: 212-878-0600
MAIL ADDRESS:
STREET 1: 450 LEXINGTON AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10017
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: WARBURG PINCUS & CO.
CENTRAL INDEX KEY: 0000929408
STATE OF INCORPORATION: NY
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38075
FILM NUMBER: 19851787
BUSINESS ADDRESS:
STREET 1: 450 LEXINGTON AVENUE
STREET 2: NEW YORK
CITY: NY
STATE: NY
ZIP: 100173147
BUSINESS PHONE: 2128780600
MAIL ADDRESS:
STREET 1: 450 LEXINGTON AVENUE
STREET 2: NEW YORK
CITY: NY
STATE: NY
ZIP: 100173147
FORMER NAME:
FORMER CONFORMED NAME: WARBURG PINCUS & CO
DATE OF NAME CHANGE: 19940901
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Warburg Pincus Partners GP LLC
CENTRAL INDEX KEY: 0001621224
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38075
FILM NUMBER: 19851788
BUSINESS ADDRESS:
STREET 1: C/O WARBURG PINCUS LLC
STREET 2: 450 LEXINGTON AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10017
BUSINESS PHONE: 212-878-0600
MAIL ADDRESS:
STREET 1: C/O WARBURG PINCUS LLC
STREET 2: 450 LEXINGTON AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10017
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Warburg Pincus Partners, L.P.
CENTRAL INDEX KEY: 0001621242
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38075
FILM NUMBER: 19851789
BUSINESS ADDRESS:
STREET 1: C/O WARBURG PINCUS LLC
STREET 2: 450 LEXINGTON AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10017
BUSINESS PHONE: 212-878-0600
MAIL ADDRESS:
STREET 1: C/O WARBURG PINCUS LLC
STREET 2: 450 LEXINGTON AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10017
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: WPP GP LLC
CENTRAL INDEX KEY: 0001621874
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38075
FILM NUMBER: 19851790
BUSINESS ADDRESS:
STREET 1: C/O WARBURG PINCUS LLC
STREET 2: 450 LEXINGTON AVE
CITY: NEW YORK
STATE: NY
ZIP: 10017
BUSINESS PHONE: 212-878-0600
MAIL ADDRESS:
STREET 1: C/O WARBURG PINCUS LLC
STREET 2: 450 LEXINGTON AVE
CITY: NEW YORK
STATE: NY
ZIP: 10017
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Warburg Pincus X GP L.P.
CENTRAL INDEX KEY: 0001414564
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38075
FILM NUMBER: 19851791
BUSINESS ADDRESS:
STREET 1: C/O WARBURG PINCUS LLC
STREET 2: 450 LEXINGTON AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10017
BUSINESS PHONE: 212-878-0600
MAIL ADDRESS:
STREET 1: C/O WARBURG PINCUS LLC
STREET 2: 450 LEXINGTON AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10017
FORMER NAME:
FORMER CONFORMED NAME: Warburg Pincus X LLC
DATE OF NAME CHANGE: 20071009
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Warburg Pincus X, L.P.
CENTRAL INDEX KEY: 0001414561
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38075
FILM NUMBER: 19851792
BUSINESS ADDRESS:
STREET 1: C/O WARBURG PINCUS LLC
STREET 2: 450 LEXINGTON AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10017
BUSINESS PHONE: 212-878-0600
MAIL ADDRESS:
STREET 1: C/O WARBURG PINCUS LLC
STREET 2: 450 LEXINGTON AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10017
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Warburg Pincus Private Equity X O&G, L.P.
CENTRAL INDEX KEY: 0001528258
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38075
FILM NUMBER: 19851793
BUSINESS ADDRESS:
STREET 1: C/O WARBURG PINCUS LLC
STREET 2: 450 LEXINGTON AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10017
BUSINESS PHONE: 212-878-0600
MAIL ADDRESS:
STREET 1: C/O WARBURG PINCUS LLC
STREET 2: 450 LEXINGTON AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10017
FORMER NAME:
FORMER CONFORMED NAME: WARBURG PINCUS PRIVATE EQUITY X O&G, L.P.
DATE OF NAME CHANGE: 20110818
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Antero Midstream Corp
CENTRAL INDEX KEY: 0001623925
STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION [4922]
IRS NUMBER: 611748605
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 1615 WYNKOOP STREET
CITY: DENVER
STATE: CO
ZIP: 80202
BUSINESS PHONE: (303) 357-7310
MAIL ADDRESS:
STREET 1: 1615 WYNKOOP STREET
CITY: DENVER
STATE: CO
ZIP: 80202
FORMER COMPANY:
FORMER CONFORMED NAME: Antero Midstream GP LP
DATE OF NAME CHANGE: 20170505
FORMER COMPANY:
FORMER CONFORMED NAME: Antero Resources Midstream Management LLC
DATE OF NAME CHANGE: 20141031
4
1
a4.xml
4
X0306
4
2019-05-21
0
0001623925
Antero Midstream Corp
AM
0001528258
Warburg Pincus Private Equity X O&G, L.P.
C/O WARBURG PINCUS LLC
450 LEXINGTON AVENUE
NEW YORK
NY
10017
1
0
1
0
0001414561
Warburg Pincus X, L.P.
C/O WARBURG PINCUS LLC
450 LEXINGTON AVENUE
NEW YORK
NY
10017
1
0
1
0
0001414564
Warburg Pincus X GP L.P.
C/O WARBURG PINCUS LLC
450 LEXINGTON AVENUE
NEW YORK
NY
10017
1
0
1
0
0001621874
WPP GP LLC
C/O WARBURG PINCUS LLC
450 LEXINGTON AVENUE
NEW YORK
NY
10017
1
0
1
0
0001621242
Warburg Pincus Partners, L.P.
C/O WARBURG PINCUS LLC
450 LEXINGTON AVENUE
NEW YORK
NY
10017
1
0
1
0
0001621224
Warburg Pincus Partners GP LLC
C/O WARBURG PINCUS LLC
450 LEXINGTON AVENUE
NEW YORK
NY
10017
1
0
1
0
0000929408
WARBURG PINCUS & CO.
C/O WARBURG PINCUS LLC
450 LEXINGTON AVENUE
NEW YORK
NY
10017
1
0
1
0
0001162870
WARBURG PINCUS LLC
C/O WARBURG PINCUS LLC
450 LEXINGTON AVENUE
NEW YORK
NY
10017
1
0
1
0
0001239318
KAYE CHARLES R
C/O WARBURG PINCUS LLC
450 LEXINGTON AVENUE
NEW YORK
NY
10017
1
0
1
0
0001220638
Landy Joseph P.
C/O WARBURG PINCUS LLC
450 LEXINGTON AVENUE
NEW YORK
NY
10017
1
0
1
0
Common Stock
34834296
D
Common Stock
35948706
I
See footnotes
Common Stock
2019-05-21
4
S
0
42135
12.61
D
35960394
I
See footnotes
Common Stock
2019-05-21
4
S
0
15000000
12.61
D
40109589
I
See footnotes
The Warburg Pincus funds are Warburg Pincus Private Equity X O&G, L.P., a Delaware limited partnership ("WP X O&G" and, together with its affiliated partnership, Warburg Pincus X Partners, L.P., a Delaware limited partnership ("WP X Partners"), the "WP X O&G Funds"), and Warburg Pincus Private Equity VIII, L.P., a Delaware limited partnership ("WP VIII"), and its two affiliated partnerships, Warburg Pincus Netherlands Private Equity VIII C.V. I, a limited partnership formed under the laws of the Netherlands ("WP VIII CV I"), and WP-WPVIII Investors, L.P., a Delaware limited partnership ("WP-WPVIII Investors"), and together with WP VIII and WP VIII CV I, the "WP VIII Funds").
Warburg Pincus X, L.P., a Delaware limited partnership ("WP X GP"), is the general partner of each of the WP X O&G Funds. Warburg Pincus X GP L.P., a Delaware limited partnership ("WP X GP LP"), is the general partner of WP X GP. WPP GP LLC, a Delaware limited liability company ("WPP GP"), is the general partner of (a) WP X GP, and (b) WP-WPVIII Investors GP L.P., a Delaware limited partnership ("WP-WPVIII GP"), which, in turn, is the general partner of WP-WPVIII Investors. Warburg Pincus Partners, L.P., a Delaware limited partnership ("WP Partners"), is (i) the managing member of WPP GP, and (ii) the general partner of WP VIII and WP VIII CV I. Warburg Pincus Partners GP LLC, a Delaware limited liability company ("WP Partners GP"), is the general partner of WP Partners.
Warburg Pincus & Co., a New York general partnership ("WP"), is the managing member of WP Partners GP. Warburg Pincus LLC, a New York limited liability company ("WP LLC"), is the manager of each of the WP X O&G Funds and the WP VIII Funds.
Each of the WP X O&G Funds, the WP VIII Funds, WP-WPVIII GP, WP X GP, WP X GP LP, WPP GP, WP Partners, WP Partners GP, WP and WP LLC are collectively referred to herein as the "Warburg Pincus Entities." Charles R. Kaye and Joseph P. Landy are each Managing General Partners of WP and Managing Members and Co-Chief Executive Officers of WP LLC and may be deemed to control the Warburg Pincus Entities.
By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (a) WP X GP, WP X GP LP, WPP GP, WP Partners, WP Partners GP, WP, WP LLC, and Messrs. Kaye and Landy and certain affiliates may be deemed to be beneficial owners of the 35,948,706 shares of common stock of Antero Midstream Corp (the "Common Shares") held collectively by the WP X O&G Funds, and (b) WPP GP, WP Partners, WP Partners GP, WP, WP LLC, and Messrs. Kaye and Landy and certain affiliates may be deemed to be beneficial owners of the 4,212,177 Common Shares held collectively by the WP VIII Funds.
(Continued from Footnote 5) The Warburg Pincus Entities, Messrs. Kaye and Landy and such affiliates disclaim beneficial ownership of such AMGP Common Shares and such New AM Common Shares except to the extent of their pecuniary interest therein. Each of WP X O&G, WP X GP, WP X GP LP, WPP GP, WP Partners, WP Partners GP, WP and WP LLC is a director-by-deputization solely for purposes of Section 16 of the Exchange Act.
WP X GP and WP X GP LP each indirectly holds, and therefore may be deemed to be the beneficial owner of the 35,948,706 Common Shares directly held by the WP X O&G Funds.
WPP GP indirectly holds, and therefore may be deemed to be the beneficial owner of the 35,960,394 Common Shares directly held by WP-WPVIII Investors and the WP X O&G Funds.
WP Partners, WP Partners GP, WP and WP LLC each indirectly holds, and therefore may be deemed to be the beneficial owner of the 40,109,589 Common Shares directly held by the WP VIII Funds and the WP X O&G Funds.
Exhibit 99.1 - Joint Filers' Signatures
/s/ Robert B. Knauss
2019-05-23