SEC Form 4
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).
  
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*
Kennedy Michael N.

(Last) (First) (Middle)
1615 WYNKOOP STREET

(Street)
DENVER CO 80202

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ANTERO RESOURCES Corp [ AR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
See Remarks
3. Date of Earliest Transaction (Month/Day/Year)
04/15/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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 04/15/2025 M 20,704(1) A $0 1,176,109(2) D
Common stock, par value $0.01 per share 04/15/2025 M 20,002(3) A $0 1,196,111(4) D
Common stock, par value $0.01 per share 04/15/2025 F 12,529(5) D $33.1 1,183,582(6) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 Unit (1) 04/15/2025 M 20,704 (1) (1) Common stock, par value $0.01 per share 20,704 (1) 20,705 D
Performance Share Unit (3) 04/15/2025 M 20,002 (3) (3) Common stock, par value $0.01 per share 20,002 (3) 30,006 D
Explanation of Responses:
1. In connection with the completion of the second performance period, which ran from March 7, 2024 through March 7, 2025, the Compensation Committee (the "Compensation Committee") of Antero Resources Corp. (the "Issuer") certified the Issuer's absolute total shareholder return ("TSR") at the maximum level, resulting in 25% of the performance share units ("PSUs") originally granted on March 7, 2023 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 March 7, 2026.
2. Includes 189,373 shares of Common Stock subject to restricted stock units ("RSU") awards and 152,029 PSUs in respect of which performance has been certified, in each case that remain subject to service-based vesting.
3. In connection with the completion of the first performance period, which ran from March 7, 2024 through March 7, 2025, the Compensation Committee certified the Issuer's absolute TSR at the maximum level, resulting in 25% of the PSUs originally granted on March 7, 2024 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 March 7, 2027.
4. Includes 189,373 shares of Common Stock subject to RSU awards and 172,031 PSUs in respect of which performance has been certified, in each case that remain subject to service-based vesting.
5. In connection with the vesting and settlement of RSUs through the issuance of common stock ("Common Stock") of the Issuer pursuant to the Antero Resources Corporation Amended and Restated 2020 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 15, 2025.
6. Includes 160,888 shares of Common Stock subject to RSU awards and 172,031 PSUs in respect of which performance has been certified, in each case that remain subject to service-based vesting.
Remarks:
Chief Financial Officer and Senior Vice President - Finance
/s/ Yvette K. Schultz, as attorney-in-fact for Michael N. Kennedy 04/16/2025
** 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).

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