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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Performance Share Units | (1) | 04/20/2022 | M | 1,024,448 | (1) | (1) | Common stock, par value $0.01 per share | 1,024,448 | (1) | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
RADY PAUL M 1615 WYNKOOP STREET DENVER, CO 80202 |
X | See Remarks |
/s/ Yvette K. Schultz, as attorney-in-fact for Paul M. Rady | 04/21/2022 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Each performance share unit ("PSU") represented a contingent right to receive one share of common stock ("Common Stock") of Antero Resources Corporation (the "Issuer"). On April 20, 2022, the Compensation Committee of the Issuer certified performance with respect to these PSUs originally granted on April 15, 2019, which vested at 200% of the original target number of PSUs granted based on the Issuer's absolute total shareholder return over a three-year period. |
(2) | Includes 479,395 shares of Common Stock subject to previously granted RSUs that remain subject to vesting and 125,624 shares of Common Stock subject to previously granted performance stock unit awards ("PSU") that remain subject to vesting. |
(3) | In connection with the vesting and settlement of PSUs through the issuance of Common Stock pursuant to the Antero Resources Corporation Long-Term Incentive Plan, the Issuer withheld Common Stock that would otherwise have been issued to the Reporting Person to satisfy their tax withholding obligations. The number of shares of Common Stock withheld was determined based on the closing price per share of Common Stock on April 20, 2022. |
(4) | Includes 2,822,552 shares of Common Stock held by Salisbury Investment Holdings LLC ("Salisbury") and 2,461,712 shares of Common Stock held by Mockingbird Investments LLC ("Mockingbird"). The Reporting Person owns a 95% limited liability company interest in Salisbury and his spouse owns the remaining 5%. The Reporting Person owns a 13.1874% limited liability company interest in Mockingbird and two trusts under his control own the remaining 86.8126%. The Reporting Person disclaims beneficial ownership of all shares of Common Stock held by Salisbury and Mockingbird except to the extent of his pecuniary interest therein. |
Remarks: Chairman of the Board, Chief Executive Officer & President |