| 1. Name
and Address of Reporting Person * RADY PAUL
M |
2. Issuer Name and Ticker or Trading
Symbol ANTERO RESOURCES Corp [ AR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)__X__
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
|
|
(Street)
DENVER, CO 80202 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
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)
|
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. |
| Explanation of
Responses: |
| (1) |
On May 9, 2023, the
Compensation Committee of Antero Resources Corp. (the "Issuer")
certified the Issuer's absolute total shareholder return ("TSR")
performance over the fourth performance period, which ran from July
15, 2020 through April 15, 2023, 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. On May 9, 2023, the Compensation
Committee also certified the Issuer's absolute TSR performance over
the third performance period, which ran from April 15, 2022 through
April 15, 2023, at below the threshold level, resulting in 0% of
the PSUs originally granted on July 15, 2020 that vest based on
absolute TSR over such third performance period becoming earned.
The service-based vesting requirements applicable to the PSUs
originally granted on July 15, 2020 that vest based on absolute TSR
were satisfied as of April 15, 2023. |
| (2) |
Includes 627,142 shares of
common stock of the Issuer ("Common Stock") subject to previously
granted restricted stock unit awards ("RSUs") and 389,114 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 relative TSR
performance over the third performance period, which ran from April
15, 2022 through April 15, 2023, at between the threshold and
target performance levels, resulting in 25% of the PSUs originally
granted on July 15, 2020 that vest based on relative TSR becoming
earned at 55% of the target amount granted. On May 9, 2023, the
Compensation Committee also certified the Issuer's relative TSR
performance over the fourth performance period, which ran from July
15, 2020 through April 15, 2023, 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. The service-based vesting requirements applicable to the
PSUs originally granted on July 15, 2020 that vest based on
relative TSR were satisfied as of April 15, 2023. |
| (4) |
In connection with the
vesting and settlement of the PSUs originally granted on July 15,
2020 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 9,
2023. |
| (5) |
On May 9, 2023, the
Compensation Committee 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 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. |
| (6) |
Includes 627,142 shares of
Common Stock subject to previously granted RSUs and 467,896 shares
of Common Stock subject to previously granted PSUs, in each case,
that remain subject to service-based vesting. |
| (7) |
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. |
| (8) |
Includes 627,142 shares of
Common Stock subject to previously granted RSUs and 512,776 shares
of Common Stock subject to previously granted PSUs, in each case,
that remain subject to service-based vesting. |
| (9) |
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. |
| (10) |
Each PSU represented a
contingent right to receive one share of Common Stock. |