FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIPFiled 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). | ||||||||||||||||
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. |
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) 05/14/2024 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | |||
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Code | V | Amount | (A) or (D) | Price | ||||||
Common stock, par value $0.01 per share | 05/14/2024 | M | 118,172(1)(2) | A | $0 | 11,630,148(3) | D | |||
Common stock, par value $0.01 per share | 05/14/2024 | F | 77,961(4) | D | $33.97 | 11,552,187(3) | D | |||
Common stock, par value $0.01 per share | 05/14/2024 | M | 33,660(5) | A | $0 | 11,585,847(6) | D | |||
Common stock, par value $0.01 per share | 5,284,264(7) | I | See Footnote(7) |
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) | ||||
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Performance Share Unit | (1)(2) | 05/14/2024 | M | 118,172 | (1)(2) | (1)(2) | Common stock, par value $0.01 per share | 118,172 | (1)(2) | 0 | D | ||||
Performance Share Unit | (5) | 05/14/2024 | M | 33,660 | (5) | (5) | Common stock, par value $0.01 per share | 33,660 | (5) | 33,658 | D |
Explanation of Responses: |
1. On May 14, 2024, the Compensation Committee (the "Compensation Committee") of Antero Resources Corp. (the "Issuer") certified the Issuer's absolute total shareholder return ("TSR") performance over the third performance period, which ran from April 15, 2023 through April 15, 2024, at the maximum level, resulting in 25% of the performance share units ("PSUs") originally granted on April 15, 2021 that vest based on absolute TSR becoming earned at 200% of the target amount granted over such third performance period. |
2. On May 14, 2024, the Compensation Committee also certified the Issuer's absolute TSR performance over the fourth performance period, which ran from April 15, 2021 through April 15, 2024, at the maximum level, resulting in 25% of the PSUs originally granted on April 15, 2021 that vest based on absolute TSR becoming earned at 200% of the target amount granted over such fourth performance period. The service-based vesting requirements applicable to the PSUs originally granted on April 15, 2021 that vest based on absolute TSR were satisfied as of April 15, 2024. |
3. Includes 513,690 shares of common stock of the Issuer ("Common Stock") subject to previously granted restricted stock unit awards ("RSUs") and 452,826 shares of Common Stock subject to previously granted PSUs, in each case, that remain subject to service-based vesting. |
4. In connection with the vesting and settlement of the PSUs originally granted on April 15, 2021 through the issuance of Common Stock pursuant to the Antero Resources Corporation 2020 Long-Term Incentive Plan, the Issuer withheld Common Stock that would have otherwise 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 May 14, 2024. |
5. On May 14, 2024, the Compensation Committee certified the Issuer's absolute TSR over the second performance period, which ran from April 15, 2023 through April 15, 2024, at the maximum level, resulting in 25% of the PSUs originally granted on April 15, 2022 that vest based on the Issuer's absolute TSR becoming earned at 200% of the target amount granted. These PSUs remain outstanding and subject to service-based vesting requirements until April 15, 2025. |
6. Includes 513,690 shares of Common Stock subject to previously granted RSUs and 486,486 shares of Common Stock subject to previously granted PSUs, in each case, that remain subject to service-based vesting. |
7. 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 |
/s/ Yvette K. Schultz, as attorney-in-fact for Paul M. Rady | 05/16/2024 | |
** 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.