SEC Form 4/A · accession 0001104659-19-012156

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

• F1Effective February 26, 2019, February 26, 2019, WP X Partners (as defined below) and WP X O&G (as defined below) distributed an aggregate total of 17,514,871 shares of common stock, par value $0.01 per share ("Common Stock"), of Antero Resources Corporation (the "Issuer") to their partners on a pro rata basis in accordance with their respective ownership interests as determined in accordance with the applicable limited partnership agreements of such entities (the "Distribution"), with no consideration being paid in connection therewith.
• F2This Form 4 is filed on behalf of Warburg Pincus LLC, a New York limited liability company ("WP LLC") and Charles R. Kaye and Joseph P. Landy, each a Managing General Partner of Warburg Pincus & Co., a New York general partnership ("WP") and the Co-Chief Executive Officers and Managing Members of WP LLC (WP LLC, together with Messrs. Kaye and Landy, the "Warburg Pincus Reporting Persons").
• F3Warburg Pincus Private Equity X O&G, L.P., a Delaware limited partnership ("WP X O&G"), was an existing shareholder of the Company prior to the sale by WP X O&G as reported on a separate Form 4 (the "WP X O&G Sale") and currently holds 15,594,360 shares of common stock, par value $0.01 per share ("Common Stock") of Antero Resources Corporation (the "Issuer"). Warburg Pincus X Partners, L.P., a Delaware limited partnership ("WP X Partners"), was an existing shareholder of the Company prior to the sale by WP X Partners as reported on a Separate Form 4 (the "WP X Partners Sale" and, together with the WP X O&G Sale, the "Sale") and currently owns 499,830 shares of Common Stock. WP LLC manages each of WP X O&G and WP X Partners (collectively, the "WP Funds") and WP is the ultimate general partner of the WP Funds. Therefore, the consummation of the Sale altered the indirect beneficial ownership of the Reporting Persons in the shares of Common Stock.
• F4Charles 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 Reporting Persons. Messrs. Kaye and Landy disclaim beneficial ownership of all shares held by the Warburg Pincus Reporting Persons.
• F5By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Warburg Pincus Reporting Persons and certain affiliates may be deemed to be beneficial owners of 16,094,190 shares of Common Stock of the Issuer held collectively by the WP Funds. The Warburg Pincus Reporting Persons and such affiliates disclaim beneficial ownership of such shares of Common Stock of the Issuer except to the extent of their direct pecuniary interest therein.
• F6Each of Charles R. Kaye and Joseph P. Landy serves as Managing General Partner of WP and Co-Chief Executive Officer and Managing Member of WP LLC. Therefore, the consummation of the sale by WP X Partners and WP X O&G reported hereunder altered the indirect beneficial ownership of the Reporting Persons in the shares of Common Stock. In addition to the 16,094,190 shares of Common Stock in which Charles R. Kaye may be deemed to have indirect beneficial ownership by virtue of his status as Managing General Partner of WP and Co-Chief Executive Officer and Managing Member of WP LLC, Mr. Kaye currently owns, directly and indirectly, 121,270 shares of Common Stock. In addition to the 16,094,190 shares of Common Stock in which Joseph P. Landy may be deemed to have indirect beneficial ownership by virtue of his status as Managing General Partner of WP and Co-Chief Executive Officer and Managing Member of WP LLC, Mr. Landy currently owns 565,799 shares of Common Stock.
• F7The original Form 4 filed on February 27, 2019 is amended by this Form 4 solely to correct an administrative error which misreported the distribution by WP X O&G that occurred on February 26, 2019 as a distribution of 17,514,873 shares of Common Stock when in fact 17,514,871 shares of Common Stock were distributed.

Remarks

This Form 4 is one of two Forms 4 filed relating to the same event. The Form 4 has been split into two filings because there are more than 10 reporting persons in total, and the SEC's EDGAR filing system limits a single Form 4 to a maximum of 10 reporting persons. *** The Power of Attorney given by each of Mr. Kaye and Mr. Landy was previously filed with the U.S. Securities & Exchange Commission on July 12, 2016 as an exhibit to a beneficial ownership report on Schedule 13D filed by Warburg Pincus LLC with respect to WEX, Inc. and is hereby incorporated by reference.