ANTERO RESOURCES Corp — Director's Dealing 2019

Feb 27, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ANTERO RESOURCES Corp (AR)
CIK: 0001433270
Period of Report: 2019-02-26

Reporting Person: Levy James R. (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-02-26	Common stock, par value $0.01 per share	J	603	—	Acquired	108183	Direct
2019-02-26	Common stock, par value $0.01 per share	J	17514873	—	Disposed	16094188	Indirect

Footnotes

F1: Effective February 26, 2019, WP X Partners (as defined below) and WP X O&G (as defined below) distributed an aggregate of 17,514,873 shares of common stock, par value $0.01 per share ("Common Stock"), of Antero Resources Corporation (the "Issuer") to their partners on a pro rata basis in accordance with their respective ownership interests as determined in accordance with the applicable limited partnership agreements of such entities (the "Distribution"), with no consideration being paid in connection therewith.

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"). Following the Distribution, the Warburg Pincus Entities (as defined below), collectively own 16,094,188 shares of Common Stock of the Issuer.

F3: All shares of Common Stock of the Issuer indicated as indirectly owned by the Reporting Person are included because of his affiliation with the Warburg Pincus Entities, due to which Mr. Levy 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 shares of Common Stock of the Issuer owned by the Warburg Pincus Entities. Mr. Levy disclaims beneficial ownership of all shares of Common Stock of the Issuer attributable to the Warburg Pincus Entities except to the extent of his direct pecuniary interest therein.

F4: The Warburg Pincus funds are Warburg Pincus X Partners, L.P., a Delaware limited partnership ("WP X Partners"), and Warburg Pincus Private Equity X O&G, L.P., a Delaware limited partnership ("WP X O&G"). Warburg Pincus X, L.P., a Delaware limited partnership ("WP X GP"), is the general partner of each of WP X Partners and WP X O&G.

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 X GP LP. 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. WP is the managing member of WP Partners GP. WP LLC is the manager of each of WP X Partners and WP X O&G.

F6: Each of WP X Partners, WP X O&G, 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."

F7: In connection with the Distribution, an aggregate total of 603 shares of Common Stock of the Issuer were distributed to Mr. Levy in his personal capacity.