| 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) 04/22/2021 | ||||||||||||||||||||||||||
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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 | 04/22/2021 | M | 25,125(1) | A | $0 | 9,530,745(2)(3) | D | |||
| Common stock, par value $0.01 per share | 04/22/2021 | A | 25,125(4) | A | $0 | 9,555,870(2)(5) | D | |||
| Common stock, par value $0.01 per share | 803,000 | I | See Footnote(6) | |||||||
| Common stock, par value $0.01 per share | 7 | I | See Footnote(7) | |||||||
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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 | ||||||||
| Performance Share Units | (8) | 04/22/2021 | M | 16,750 | (8) | (8) | Common stock, par value $0.01 per | 16,750 | $0 | 50,250(9) | D | ||||
| Explanation of Responses: |
| 1. On April 22, 2021, the Compensation Committee of the Issuer certified the Issuer's absolute total shareholder return ("TSR") performance over the first performance period, which ran from July 15, 2020 through April 15, 2021, at the maximum level, resulting in 25% of the performance share units ("PSUs") originally granted on July 15, 2020 that vest based on absolute TSR becoming earned at 150% of the target amount granted. These PSUs remain outstanding and subject to service-based vesting requirements until April 15, 2023. |
| 2. Includes 3,848,997 shares of common stock of the Issuer ("Common Stock") held by Canton Investment Holdings LLC ("Canton"). The Reporting Person is the managing member and 50% owner of Canton. The Reporting Person disclaims beneficial ownership of all shares of Common Stock held by Canton except to the extent of his pecuniary interest therein. |
| 3. Includes 100,500 shares of Common Stock subject to previously granted restricted stock unit awards that remain subject to vesting and 25,125 shares of Common Stock subject to previously granted performance stock unit awards that remain subject to vesting. |
| 4. On April 22, 2021, the Compensation Committee of the Issuer certified the Issuer's relative TSR performance over the first performance period, which ran from July 15, 2020 through April 15, 2021, at the maximum level, resulting in 25% of the PSUs originally granted on July 15, 2020 that vest based on relative TSR becoming earned at 150% of the target amount granted. These PSUs remain outstanding and subject to service-based vesting requirements until April 15, 2023. |
| 5. Includes 100,500 shares of Common Stock subject to previously granted restricted stock unit awards that remain subject to vesting and 50,250 shares of Common Stock subject to previously granted performance stock unit awards that remain subject to vesting |
| 6. Represents shares of Common Stock held by the Warren 2020 Family Trust (the "Warren 2020 Trust"), of which the Reporting Person is trustee. The Reporting Person and members of his immediate family are the sole beneficiaries of the Warren 2020 Trust. The Reporting Person disclaims beneficial ownership of all shares of Common Stock held by the Warren 2020 Trust except to the extent of his pecuniary interest therein. |
| 7. Represents shares of Common Stock purchased by a family member of the Reporting Person. All shares of Common Stock indicated as indirectly owned by the Reporting Person are included because of his relation to the holder. The Reporting Person disclaims beneficial ownership of all shares of Common Stock reported except to the extent of his pecuniary interest therein. |
| 8. Each PSU represents a contingent right to receive one share of Common Stock. |
| 9. Vesting of these PSUs granted on July 15, 2020 is contingent upon the achievement of both a performance and a service requirement. One third of the remaining 50,250 PSUs will become earned based on the Issuer's absolute TSR over the course of each of Performance Period Two (beginning on April 15, 2021 and ending on April 15, 2022), Performance Period Three (beginning on April 15, 2022 and ending on April 15, 2023), and Performance Period Four (beginning on the grant date and ending on April 15, 2023). |
| Remarks: |
| Director, President & Chief Financial Officer |
| /s/ Alvyn A. Schopp, as attorney-in-fact for Glen C. Warren, Jr. | 04/26/2021 | |
| ** 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. | ||
