SEC Form 4 · accession 0001104659-15-035934

ANTERO RESOURCES Corp · AR

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1On May 7, 2015, the WP VIII Funds (as defined below in footnote 4) and the WP X Funds (as defined below in footnote 3), distributed an aggregate of 3,602,779 shares of common stock of Antero Resources Corporation ("Common Stock") to their partners on a pro rata basis (the "WP Distribution"), with no consideration being paid in connection therewith.
• F2The Reporting Person is a Partner of Warburg Pincus & Co., a New York general partnership ("WP"), and a Member and Managing Director of Warburg Pincus LLC, a New York limited liability company ("WP LLC"). The Warburg Pincus Entities (as defined below in footnote 6) collectively hold a 38.4% voting interest, and an economic interest that is determined based on a multi-level waterfall, in Antero Resources Investment LLC, a Delaware limited liability company ("Antero Investment"), which directly owns 200,165,909 shares of Antero Resources Corporation (the "Issuer") as of the date hereof.
• F3All shares of Common Stock of the Issuer indicated as indirectly owned by the Reporting Person are included because of his affiliation with the Warburg Pincus Entities, due to which Mr. Kagan may be deemed to have an indirect pecuniary interest (within the meaning of Rule 16a-1 under the Securities and Exchange Act of 1934, as amended) in an indeterminate portion of the shares of Common Stock of the Issuer owned by the Warburg Pincus Entities. Mr. Kagan disclaims beneficial ownership of all shares of Common Stock of the Issuer attributable to the Warburg Pincus Entities except to the extent of his direct pecuniary interest therein.
• F4Each of Warburg Pincus Private Equity VIII, L.P., a Delaware limited partnership, ("WP VIII", and together with its two affiliated partnerships, Warburg Pincus Netherlands Private Equity VIII C.V. I, a company formed under the laws of the Netherlands ("WP VIII CV I"), and WP-WPVIII Investors, L.P., a Delaware limited partnership, ("WP-WPVIII Investors"), collectively, the "WP VIII Funds"), 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, the "WP X Funds"), and Warburg Pincus Private Equity X O&G, L.P., a Delaware limited partnership ("WP X O&G"), hold a beneficial interest directly or indirectly in WP Antero, LLC, a Delaware limited liability company ("WP Antero"), an indirect subsidiary of WP X and WP X O&G, and a direct subsidiary of the WP VIII Funds and WP X Partners and a member in Antero Investment.
• F5Warburg 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 GP L.P., a Delaware limited partnership ("WP X GP LP"), is the general partner of WP X GP. WP-WPVIII Investors GP L.P., a Delaware limited partnership ("WP-WPVIII GP LP"), is the general partner of WP-WPVIII Investors. WPP GP LLC, a Delaware limited liability company ("WPP GP LLC") is the general partner of WP X GP LP and WP-WPVIII GP LP. WP is the managing member of Warburg Pincus Partners GP LLC, a Delaware limited liability company ("WP Partners GP"), which is the general partner of Warburg Pincus Partners, L.P., a Delaware limited partnership ("WP Partners"), which is the managing member of WPP GP LLC and the general partner of WP VIII and WP VIII CV I. WP LLC is the manager of the WP VIII Funds, the WP X Funds, and WP X O&G.
• F6Each of the WP VIII Funds, the WP X Funds, WP X O&G, WP X GP, WP X GP LP, WP-WPVIII GP LP, WPP GP LLC, WP Antero, WP Partners, WP Partners GP, WP LLC and WP are collectively referred to herein as the "Warburg Pincus Entities."
• F7In connection with the WP Distribution, an aggregate of 26,339 shares of Common Stock of the Issuer were distributed to Mr. Kagan in his personal capacity.