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: RADY PAUL M (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	62812	—	Acquired	10198953	Direct
2021-04-22	Common stock, par value $0.01 per share	A	62812	—	Acquired	10261765	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-04-22	Performance Share Units	$	M	41875	Disposed		Common stock, par value $0.01 per share (41875)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common stock, par value $0.01 per share	5284264	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 487,594 shares of common stock of the Issuer ("Common Stock") subject to previously granted restricted stock unit awards that remain subject to vesting and 62,812 shares of Common Stock subject to previously granted performance stock unit awards that remain subject to vesting.

F3: 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.

F4: Includes 487,594 shares of Common Stock subject to previously granted restricted stock unit awards that remain subject to vesting and 125,624 shares of Common Stock subject to previously granted performance stock unit awards that remain subject to vesting.

F5: Includes 2,822,552 shares of Common Stock held by Salisbury Investment Holdings LLC ("Salisbury") and 2,461,712 shares of Common Stock held by Mockingbird Investments LLC ("Mockingbird"). The Reporting Person owns a 95% limited liability company interest in Salisbury and his spouse owns the remaining 5%. The Reporting Person owns a 13.1874% limited liability company interest in Mockingbird and two trusts under his control own the remaining 86.8126%. The Reporting Person disclaims beneficial ownership of all shares of Common Stock held by Salisbury and Mockingbird except to the extent of his pecuniary interest therein.

F6: Each PSU represents a contingent right to receive one share of Common Stock.

F7: 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 125,625 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).