SEC Form 4 · accession 0001140361-16-084629
ANTERO RESOURCES Corp · AR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
WARBURG PINCUS & CO.
Director · 10% Owner
Warburg Pincus Private Equity VIII, L.P.
Director · 10% Owner
WARBURG PINCUS LLC
Director · 10% Owner
Joseph P. Landy
Director · 10% Owner
Charles R Kaye
Director · 10% Owner
Warburg Pincus Partners GP LLC
Director · 10% Owner
Warburg Pincus Partners, L.P.
Director · 10% Owner
Period of report
Nov 2, 2016
Accepted (ET)
Nov 3, 2016 · 6:33 am EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001433270
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common stock, par value $0.01 per shareF1,F2,F3,F4,F5 | Nov 2, 2016 | J | 11,811,895 | — | D | 5,038 | D | |
| Common stock, par value $0.01 per shareF1,F2,F3,F4,F5,F6 | Nov 2, 2016 | J | 342,375 | — | D | 143 | I | See footnote |
| Common stock, par value $0.01 per shareF1,F2,F3,F4,F5,F7 | Nov 2, 2016 | J | 34,236 | — | D | 13 | I | See footnote |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Effective November 2, 2016, the WP VIII Funds (as defined below) distributed an aggregate total of 12,188,506 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 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").
- F3WP-WPVIII Investors GP L.P., a Delaware limited partnership ("WP-WPVIII Investors GP"), is the general partner of WP-WPVIII Investors. WPP GP LLC, a Delaware limited liability company ("WPP GP"), is the general partner of WP-WPVIII Investors GP. 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.
- F4Warburg 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 the WP VIII Funds. 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 Reporting Persons (as defined below). Messrs. Kaye and Landy disclaim beneficial ownership of all shares held by the Warburg Pincus Reporting Persons. Each of Messrs. Kaye and Landy, together with the WP VIII Funds, WP-WPVIII Investors GP, WPP GP, WP Partners, WP Partners GP, WP and WP LLC are collectively referred to herein as 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 5,194 shares of Common Stock of the Issuer held collectively by the WP VIII 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. WP Partners, WP Partners GP, and WP are directors-by-deputization solely for purposes of Section 16 of the Exchange Act. Information with respect to each of the Warburg Pincus Reporting Persons is given solely by such Warburg Pincus Reporting Person, and no Warburg Pincus Reporting Person has responsibility for the accuracy or completeness of information supplied by another Warburg Pincus entity.
- F6Common Stock of the Issuer is held directly by WP VIII CV I.
- F7Common Stock of the Issuer is held directly by WP-WPVIII Investors.
Remarks
*** The Power of Attorney given by each of Warburg Pincus LLC, Mr. Kaye and Mr. Landy was previously filed with the U.S. Securities & Exchange Commission on July 12, 2016 as exhibit 99.3 to the statement on Schedule 13D filed by Warburg Pincus LLC with respect to WEX Inc. and is hereby incorporated by reference.