ANTERO RESOURCES Corp — Director's Dealing 2021

Apr 26, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ANTERO RESOURCES Corp (AR)
CIK: 0001433270
Period of Report: 2021-04-22

Reporting Person: Warren Glen C Jr (Director, See Remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-04-22	Common stock, par value $0.01 per share	M	25125	—	Acquired	9530745	Direct
2021-04-22	Common stock, par value $0.01 per share	A	25125	—	Acquired	9555870	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-04-22	Performance Share Units	$	M	16750	Disposed		Common stock, par value $0.01 per (16750)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common stock, par value $0.01 per share	803000	Indirect
Common stock, par value $0.01 per share	7	Indirect

Footnotes

F1: On April 22, 2021, the Compensation Committee of the Issuer certified the Issuer's absolute total shareholder return ("TSR") performance over the first performance period, which ran from July 15, 2020 through April 15, 2021, 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. These PSUs remain outstanding and subject to service-based vesting requirements until April 15, 2023.

F2: Includes 3,848,997 shares of common stock of the Issuer ("Common Stock") held by Canton Investment Holdings LLC ("Canton"). The Reporting Person is the managing member and 50% owner of Canton. The Reporting Person disclaims beneficial ownership of all shares of Common Stock held by Canton except to the extent of his pecuniary interest therein.

F3: Includes 100,500 shares of Common Stock subject to previously granted restricted stock unit awards that remain subject to vesting and 25,125 shares of Common Stock subject to previously granted performance stock unit awards that remain subject to vesting.

F4: On April 22, 2021, the Compensation Committee of the Issuer certified the Issuer's relative TSR performance over the first performance period, which ran from July 15, 2020 through April 15, 2021, 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. These PSUs remain outstanding and subject to service-based vesting requirements until April 15, 2023.

F5: Includes 100,500 shares of Common Stock subject to previously granted restricted stock unit awards that remain subject to vesting and 50,250 shares of Common Stock subject to previously granted performance stock unit awards that remain subject to vesting

F6: Represents shares of Common Stock held by the Warren 2020 Family Trust (the "Warren 2020 Trust"), of which the Reporting Person is trustee. The Reporting Person and members of his immediate family are the sole beneficiaries of the Warren 2020 Trust. The Reporting Person disclaims beneficial ownership of all shares of Common Stock held by the Warren 2020 Trust except to the extent of his pecuniary interest therein.

F7: Represents shares of Common Stock purchased by a family member of the Reporting Person. All shares of Common Stock indicated as indirectly owned by the Reporting Person are included because of his relation to the holder. The Reporting Person disclaims beneficial ownership of all shares of Common Stock reported except to the extent of his pecuniary interest therein.

F8: Each PSU represents a contingent right to receive one share of Common Stock.

F9: Vesting of these PSUs granted on July 15, 2020 is contingent upon the achievement of both a performance and a service requirement. One third of the remaining 50,250 PSUs will become earned based on the Issuer's absolute TSR over the course of each of Performance Period Two (beginning on April 15, 2021 and ending on April 15, 2022), Performance Period Three (beginning on April 15, 2022 and ending on April 15, 2023), and Performance Period Four (beginning on the grant date and ending on April 15, 2023).