Edgar Filing: ANTERO RESOURCES Corp

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Warburg Pincus Private Equity X, L.P.

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	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

C/O WARBURG PINCUS & CO., 450 LEXINGTON AVENUE

3. Date of Earliest Transaction (Month/Day/Year)
10/16/2013

(Street)

NEW YORK, NY 10017

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

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	10/16/2013		S		3,409,091 ⁽¹⁾ ⁽⁶⁾	D	$ 42.02	220,965,909 ⁽¹⁾ ⁽⁶⁾	I	See footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Warburg Pincus Private Equity X, L.P. C/O WARBURG PINCUS & CO. 450 LEXINGTON AVENUE NEW YORK, NY 10017	X	X
Warburg Pincus X Partners, L.P. C/O WARBURG PINCUS & CO. 450 LEXINGTON AVENUE NEW YORK, NY 10017	X	X
Warburg Pincus Private Equity X O&G, L.P. C/O WARBURG PINCUS & CO. 450 LEXINGTON AVENUE NEW YORK, NY 10017	X	X
Warburg Pincus X, L.P. C/O WARBURG PINCUS & CO. 450 LEXINGTON AVENUE NEW YORK, NY 10017	X	X
Warburg Pincus X LLC C/O WARBURG PINCUS & CO. 450 LEXINGTON AVENUE NEW YORK, NY 10017	X	X
Warburg Pincus Partners LLC C/O WARBURG PINCUS & CO. 450 LEXINGTON AVENUE NEW YORK, NY 10017	X	X
WARBURG PINCUS LLC C/O WARBURG PINCUS & CO. 450 LEXINGTON AVENUE NEW YORK, NY 10017		X
WARBURG PINCUS & CO. C/O WARBURG PINCUS & CO. 450 LEXINGTON AVENUE NEW YORK, NY 10017	X	X
KAYE CHARLES R C/O WARBURG PINCUS & CO. 450 LEXINGTON AVENUE NEW YORK, NY 10017		X
Landy Joseph P. C/O WARBURG PINCUS & CO. 450 LEXINGTON AVENUE NEW YORK, NY 10017		X

Signatures

/s/ Scott A. Arenare, Attorney-in-fact* for Warburg Pincus & Co., the managing member of Warburg Pincus Partners LLC, the sole member of Warburg Pincus X LLC, the GP of Warburg Pincus X, L.P., the GP of Warburg Pincus Private Equity X, L.P.		10/18/2013
^**Signature of Reporting Person		Date
/s/ Scott A. Arenare, Attorney-in-fact* for Warburg Pincus & Co., the managing member of Warburg Pincus Partners LLC, the sole member of Warburg Pincus X LLC, the GP of Warburg Pincus X, L.P., the GP of Warburg Pincus X Partners, L.P.		10/18/2013
^**Signature of Reporting Person		Date
/s/ Scott A. Arenare, Attorney-in-fact* for Warburg Pincus & Co., the managing member of Warburg Pincus Partners LLC, the sole member of Warburg Pincus X LLC, the GP of Warburg Pincus X, L.P., the GP of Warburg Pincus Private Equity X O&G, L.P.		10/18/2013
^**Signature of Reporting Person		Date
/s/ Scott A. Arenare, Attorney-in-fact* for Warburg Pincus & Co., the managing member of Warburg Pincus Partners LLC, the sole member of Warburg Pincus X LLC, the general partner of Warburg Pincus X, L.P.		10/18/2013
^**Signature of Reporting Person		Date
/s/ Scott A. Arenare, Attorney-in-fact* for Warburg Pincus & Co., the managing member of Warburg Pincus Partners LLC, the sole member of Warburg Pincus X LLC		10/18/2013
^**Signature of Reporting Person		Date
/s/ Scott A. Arenare, Attorney-in-fact* for Warburg Pincus & Co., the managing member of Warburg Pincus Partners LLC		10/18/2013
^**Signature of Reporting Person		Date
/s/ Scott A. Arenare, Attorney-in-fact* for Warburg Pincus & Co.		10/18/2013
^**Signature of Reporting Person		Date
/s/ Scott A. Arenare, Managing Director, Warburg Pincus LLC		10/18/2013
^**Signature of Reporting Person		Date
/s/ Scott A. Arenare, Attorney-in-fact* for Charles R. Kaye		10/18/2013
^**Signature of Reporting Person		Date
/s/ Scott A. Arenare, Attorney-in-fact* for Joseph P. Landy		10/18/2013
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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)	The securities reported herein were issued pursuant to the reorganization that was completed concurrently with, or prior to, the closing of the initial public offering of common stock ("Common Stock") of Antero Resources Corporation (the "Issuer") described in the prospectus dated October 9, 2013, pursuant to which (i) the existing holders of outstanding membership interests of Antero Resources LLC (the "Units"), received equivalent interests in Antero Resources Investment LLC, a Delaware limited liability company ("Antero Investment"), in exchange for such Units and (ii) Antero Resources LLC merged with the Issuer, with the Issuer being the surviving entity. The Warburg Pincus Entities, (as defined below in footnote 4), collectively hold a 38.4% membership interest, and a minority economic interest that is determined based on a multi-level waterfall, in Antero Investment, which directly owns 220,965,909 shares of the Issuer as of the date hereof.
(2)	Each of Warburg Pincus Private Equity X, L.P., a Delaware limited partnership ("WP X"), Warburg Pincus X Partners, L.P., a Delaware limited partnership ("WP X Partners," and together with WP X, "WP X Funds"), and Warburg Pincus Private Equity X O&G, L.P., a Delaware limited partnership ("WP X O&G") and other affiliates reporting on a separate Form 4 (see Remarks below) hold a beneficial interest in WP Antero, LLC, a Delaware limited liability company ("WP Antero"), an indirect subsidiary of WP X and WP X O&G, a direct subsidiary of WP X Partners and a member in Antero Investments. (cont'd)
(3)	Warburg Pincus X, L.P., a Delaware limited partnership ("WP X GP"), is the general partner of WP X Funds and WP X O&G. Warburg Pincus X LLC, a Delaware limited liability company ("WP X LLC"), is the general partner of WP X GP. Warburg Pincus Partners LLC, a New York limited liability company ("WP Partners"), is the sole member of WP X LLC. Warburg Pincus & Co., a New York general partnership ("WP"), is the managing member of WP Partners. (cont'd)
(4)	Warburg Pincus LLC, a New York limited liability company ("WP LLC"), is the manager of the WP X Funds, and WP X O&G. Charles R. Kaye and Joseph P. Landy are each a Managing General Partner of WP and a Managing Member and Co-President of WP LLC and may be deemed to control the Warburg Pincus Entities. Each of Messrs. Kaye and Landy, together with the WP X Funds, WP X O&G, WP Antero, WP X GP, WP X LLC, WP Partners, WP LLC and WP are collectively referred to herein as the "Warburg Pincus Entities."
(5)	Each Warburg Pincus Entity disclaims beneficial ownership with respect to any shares of Common Stock, except to the extent of its indirect pecuniary interest in such shares of Common Stock. The WP X Funds, WP X O&G, WP Antero, WP X GP, WP X LLC, WP Partners and WP are directors-by-deputization solely for purposes of Section 16 of the Securities Exchange Act of 1934, as amended. Information with respect to each of the Warburg Pincus Entities is given solely by such Warburg Pincus Entity, and no Warburg Pincus Entity has responsibility for the accuracy or completeness of information supplied by another Warburg Pincus Entity.
(6)	In connection with the initial public offering (the "IPO") of Common Stock, Antero Resources LLC, a Delaware limited liability company, merged with and into the Issuer, resulting in all of the membership interests in Antero Resources LLC held by Antero Investment immediately prior to the merger being converted into 224,375,000 shares of Common Stock. Pursuant to the exercise by the underwriters of their option to purchase additional shares to cover over-allotments from Antero Investment in connection with the IPO, Antero Investment sold 3,409,091 shares of Common Stock on October 16, 2013.
Remarks: Due to the limitation on the number of Reporting Persons allowed on Form 4, WP Antero, LLC is included as a Reporting Person on the Form 4 filed by Warburg Pincus Private Equity VIII, L.P. * The Power of Attorney given by each of Warburg Pincus & Co., Mr. Kaye and Mr. Landy was previously filed with the U.S. Securities & Exchange Commission on January 15, 2013 as an exhibit to a statement on Schedule 13D/A filed by Warburg Pincus Private Equity X, L.P. with respect to Talon Therapeutics, Inc. and is hereby incorporated by reference.

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