Antero Midstream Corp — Director's Dealing 2019

Mar 15, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Antero Midstream Corp (AM)
CIK: 0001623925
Period of Report: 2019-03-12

Reporting Person: KAGAN PETER (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-03-12	Common shares representing limited partner interests	D	15812	—	Disposed	0	Direct
2019-03-12	Common shares representing limited partner interests	D	55109589	—	Disposed	0	Indirect
2019-03-12	Common Stock	A	15812	—	Acquired	15812	Direct
2019-03-12	Common Stock	A	55109589	—	Acquired	55109589	Indirect

Footnotes

F1: On March 12, 2019, in connection with the conversion of Antero Midstream GP LP ("AMGP") from a limited partnership to a corporation named Antero Midstream Corporation ("New AM") under the laws of the State of Delaware (the "Conversion"), each common share representing limited partnership interests of AMGP (the "AMGP Common Shares") was converted into one share of common stock of New AM ("New AM Common Shares").

F2: The Reporting Person is a Partner of Warburg Pincus & Co., a New York general partnership ("WP"), and a Member and Managing Director of Warburg Pincus LLC, a New York limited liability company ("WP LLC"). As of March 12, 2019, the Warburg Pincus Entities (as defined below) collectively owned 55,109,589 AMGP Common Shares (prior to the Conversion) and 55,109,589 New AM Common Shares (after the Conversion).

F3: All AMGP Common Shares or New AM Common Shares indicated as indirectly owned by the Reporting Person are included because of his affiliation with the Warburg Pincus Entities, due to which Mr. Kagan may be deemed to have an indirect pecuniary interest (within the meaning of Rule 16a-1 under the Securities and Exchange Act of 1934, as amended) in an indeterminate portion of the AMGP Common Shares and the New AM Common Shares owned by the Warburg Pincus Entities. Mr. Kagan disclaims beneficial ownership of all AMGP Common Shares and all New AM Common Shares attributable to the Warburg Pincus Entities except to the extent of his pecuniary interest therein.

F4: The Warburg Pincus funds are Warburg Pincus Private Equity VIII, L.P., a Delaware limited partnership ("WP VIII", and together with its two affiliated partnerships, Warburg Pincus Netherlands Private Equity VIII C.V. I, a company formed under the laws of the Netherlands ("WP VIII CV I"), and WP-WPVIII Investors, L.P., a Delaware limited partnership ("WP-WPVIII Investors"), collectively, the "WP VIII Funds"), Warburg Pincus Private Equity X O&G, L.P., a Delaware limited partnership ("WP X O&G"), and 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"). WP-WPVIII Investors GP L.P., a Delaware limited partnership ("WP-WPVIII GP"), is the general partner of WP-WPVIII Investors. 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.

F5: 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-WPVIII GP and WP X GP LP. Warburg Pincus Partners, L.P., a Delaware limited partnership ("WP Partners"), is (a) the managing member of WPP GP, and (b) the general partner of WP VIII and WP VIII CV I. Warburg Pincus Partners GP LLC, a Delaware limited liability company ("WP Partners GP"), is the general partner of WP Partners. WP is the managing member of WP Partners GP. WP LLC is the manager of each of the WP VIII Funds and the WP X O&G Funds.

F6: Each of the WP VIII Funds, the WP X O&G Funds, WP-WPVIII GP, 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."