Antero Midstream Corp — Director's Dealing 2019

Nov 13, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Antero Midstream Corp (AM)
CIK: 0001623925
Period of Report: 2019-11-12

Reporting Person: Warburg Pincus Private Equity X O&G, L.P. (Director, 10% Owner)
Reporting Person: Warburg Pincus X, L.P. (Director, 10% Owner)
Reporting Person: Warburg Pincus X GP L.P. (Director, 10% Owner)
Reporting Person: WPP GP LLC (Director, 10% Owner)
Reporting Person: Warburg Pincus Partners, L.P. (Director, 10% Owner)
Reporting Person: Warburg Pincus Partners GP LLC (Director, 10% Owner)
Reporting Person: WARBURG PINCUS & CO. (Director, 10% Owner)
Reporting Person: WARBURG PINCUS LLC (Director, 10% Owner)
Reporting Person: KAYE CHARLES R (Director, 10% Owner)
Reporting Person: Landy Joseph P. (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-11-12	Common stock, par value $0.01 per share	S	22253508	$6.52	Disposed	0	Direct
2019-11-12	Common stock, par value $0.01 per share	S	711929	$6.52	Disposed	0	Indirect
2019-11-12	Common stock, par value $0.01 per share	S	22965437	$6.52	Disposed	0	Indirect

Footnotes

F1: On November 12, 2019, Warburg Pincus Private Equity X O&G, L.P., a Delaware limited partnership ("WP X O&G"), sold 22,253,508 shares of common stock, par value $0.01 per share ("Common Stock"), of Antero Midstream Corporation (the "Issuer"), and WP X O&G's affiliated partnership, Warburg Pincus X Partners, L.P., a Delaware limited partnership ("WP X Partners" and, together with WP X O&G, the "WP X O&G Funds"), sold 711,929 shares of Common Stock of the Issuer (collectively, the "Sale").

F2: Warburg Pincus X, L.P., a Delaware limited partnership ("WP X GP"), is the general partner of each of the WP X O&G Funds. Warburg Pincus X GP L.P., a Delaware limited partnership ("WP X GP LP"), is the general partner of WP X GP. WPP GP LLC, a Delaware limited liability company ("WPP GP"), is the general partner of WP X GP. Warburg Pincus Partners, L.P., a Delaware limited partnership ("WP Partners"), is the managing member of WPP GP. Warburg Pincus Partners GP LLC, a Delaware limited liability company ("WP Partners GP"), is the general partner of WP Partners.

F3: Warburg Pincus & Co., a New York general partnership ("WP"), is the managing member of WP Partners GP. Warburg Pincus LLC, a New York limited liability company ("WP LLC"), is the manager of each of the WP X O&G Funds.

F4: The WP X O&G Funds, WP X GP, WP X GP LP, WPP GP, WP Partners, WP Partners GP, WP and WP LLC are collectively referred to herein as the "Warburg Pincus Entities." Charles R. Kaye and Joseph P. Landy are each Managing General Partners of WP and Managing Members and Co-Chief Executive Officers of WP LLC and may be deemed to control the Warburg Pincus Entities.

F5: By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), WP X GP, WP X GP LP, WPP GP, WP Partners, WP Partners GP, WP, WP LLC, and Messrs. Kaye and Landy and certain affiliates may have been deemed to be beneficial owners of the Common Stock of the Issuer held collectively by the WP X O&G Funds.

F6: (Continued from Footnote 5) The Warburg Pincus Entities, Messrs. Kaye and Landy and such affiliates disclaim beneficial ownership of the Common Stock of Issuer except to the extent of their pecuniary interest therein. Prior to the Sale, each of WP X O&G, WP X GP, WP X GP LP, WPP GP, WP Partners, WP Partners GP, WP and WP LLC were a director-by-deputization solely for purposes of Section 16 of the Exchange Act.