Statement of Changes in Beneficial Ownership (4)
12 Mai 2023 - 01:12AM
Edgar (US Regulatory)
FORM 4
☐ Check this
box if no longer subject to Section 16. Form 4 or Form 5
obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL
OWNERSHIP OF SECURITIES
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OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5 |
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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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1. Name
and Address of Reporting Person * Kennedy
Michael N. |
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 |
(Last)
(First)
(Middle)
1615 WYNKOOP STREET |
3. Date of Earliest Transaction (MM/DD/YYYY)
5/9/2023
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(Street)
DENVER, CO 80202 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line) _X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person |
(City)
(State)
(Zip)
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Rule 10b5-1(c) Transaction Indication
☐ Check this box to indicate
that a transaction was made pursuant to a contract, instruction or
written plan that is intended to satisfy the affirmative defense
conditions of Rule 10b5-1(c). See Instruction 10. |
Table I - Non-Derivative Securities Acquired, Disposed of, or
Beneficially Owned
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1.Title of Security
(Instr. 3) |
2. Trans. Date |
2A. Deemed Execution Date, if any |
3. Trans. 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 |
5/9/2023 |
|
A |
|
17506 (1) |
A |
$0 |
959338 (2) |
D |
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Common stock, par value $0.01 per
share |
5/9/2023 |
|
A |
|
15354 (3) |
A |
$0 |
974692 (4) |
D |
|
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
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1. Title of Derivate Security
(Instr. 3) |
2. Conversion or Exercise Price of Derivative
Security |
3. Trans. Date |
3A. Deemed Execution Date, if any |
4. Trans. 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 |
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 of Derivative Security: 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 |
Explanation of
Responses: |
(1) |
On May 9, 2023, the
Compensation Committee (the "Compensation Committee") of Antero
Resources Corp. (the "Issuer") certified the Issuer's net debt to
adjusted EBITDAX multiple over the second performance period, which
ran from January 1, 2022 through December 31, 2022, at the maximum
level, resulting in 33% of the performance share units ("PSUs")
originally granted on April 15, 2021 that vest based on the
Issuer's net debt to adjusted EBITDAX multiple becoming earned at
200% of the target amount granted. These PSUs remain outstanding
and subject to service-based vesting requirements until December
31, 2023. |
(2) |
Includes 188,659 shares of
common stock of the Issuer ("Common Stock") subject to previously
granted restricted stock unit awards ("RSUs") and 48,142 shares of
Common Stock subject to previously granted PSUs, in each case, that
remain subject to service-based vesting. |
(3) |
On May 9, 2023, the
Compensation Committee certified the Issuer's net debt to adjusted
EBITDAX multiple over the first performance period, which ran from
January 1, 2022 through December 31, 2022, at the maximum level,
resulting in 33% of the PSUs originally granted on April 15, 2022
that vest based on the Issuer's net debt to adjusted EBITDAX
multiple becoming earned at 200% of the target amount granted.
These PSUs remain outstanding and subject to service-based vesting
requirements until December 31, 2024. |
(4) |
Includes 188,659 shares of
Common Stock subject to previously granted RSUs and 63,496 shares
of Common Stock subject to previously granted PSUs, in each case,
that remain subject to service-based vesting. |
Remarks:
Chief Financial Officer and Senior Vice President - Finance |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
Kennedy Michael N.
1615 WYNKOOP STREET
DENVER, CO 80202 |
|
|
See Remarks |
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Signatures
|
/s/ Yvette K. Schultz, as attorney-in-fact for
Michael N. Kennedy |
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5/11/2023 |
**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 control number. |
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