Statement of Changes in Beneficial Ownership (4)
March 09 2023 - 06:23PM
Edgar (US Regulatory)
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FORM 4
[ ] Check this box if no longer subject to Section
16. Form 4 or Form 5 obligations may continue. See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL
OWNERSHIP OF SECURITIES
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OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5 |
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Filed pursuant to Section 16(a) of the
Securities Exchange Act of 1934 or Section 30(h) of the Investment
Company Act of 1940
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| 1. Name
and Address of Reporting Person * Kennedy
Michael N. |
2. Issuer Name and Ticker or Trading
Symbol ANTERO RESOURCES Corp [ AR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)_____
Director _____
10% Owner
__X__ Officer (give title
below) _____ Other
(specify below)
See Remarks |
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(Last)
(First)
(Middle)
1615 WYNKOOP STREET |
3. Date of Earliest Transaction (MM/DD/YYYY)
3/7/2023
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|
(Street)
DENVER, CO 80202
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line) _X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person |
Table I - Non-Derivative Securities Acquired, Disposed of, or
Beneficially Owned
|
1.Title of Security
(Instr. 3) |
2. Trans. Date |
2A. Deemed Execution Date, if any |
3. Trans. Code
(Instr. 8) |
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) |
5. Amount of Securities Beneficially Owned Following
Reported Transaction(s)
(Instr. 3 and 4) |
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4) |
7. Nature of Indirect Beneficial Ownership (Instr.
4) |
|
Code |
V |
Amount |
(A) or (D) |
Price |
|
Common stock, par value $0.01 per
share |
3/7/2023 |
|
A |
|
82819 (1) |
A |
$0.00 |
1104360 (2) |
D |
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Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
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1. Title of Derivate Security
(Instr. 3) |
2. Conversion or Exercise Price of Derivative
Security |
3. Trans. Date |
3A. Deemed Execution Date, if any |
4. Trans. Code
(Instr. 8) |
5. Number of Derivative Securities Acquired (A) or
Disposed of (D)
(Instr. 3, 4 and 5) |
6. Date Exercisable and Expiration Date |
7. Title and Amount of Securities Underlying
Derivative Security
(Instr. 3 and 4) |
8. Price of Derivative Security
(Instr. 5) |
9. Number of derivative Securities Beneficially
Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct
(D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr.
4) |
|
Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
|
Performance Share Units |
(3) |
3/7/2023 |
|
A |
|
41409 |
|
(4)(5) |
(4)(5) |
Common stock, par value $0.01 per
share |
41409 |
$0.00 |
41409 |
D |
|
| Explanation of
Responses: |
| (1) |
Reflects the grant of
restricted stock units ("RSUs") pursuant to the Antero Resources
Corporation 2020 Long Term Incentive Plan (the "Plan") which vest
as to 1/3 of the total amount granted on each of the first three
anniversaries of March 7, 2023, generally subject to continued
employment through each vesting date. |
| (2) |
Includes 217,142 shares of
common stock ("Common Stock") of Antero Resources Corporation (the
"Issuer") subject to RSU awards and 30,636 performance share units
("PSUs") in respect of which performance has been certified, in
each case that remain subject to service-based vesting. |
| (3) |
Each PSU represents a
contingent right to receive one share of Common Stock. |
| (4) |
Vesting of the PSUs granted
on March 7, 2023 is contingent upon the achievement of a
performance and service requirement. The performance component
measures absolute total shareholder return over each of four
performance periods: Performance Period One beginning on March 7,
2023 and ending on March 7, 2024, Performance Period Two beginning
on March 7, 2024 and ending on March 7, 2025, Performance Period
Three beginning on March 7, 2025 and ending on March 7, 2026, and
Performance Period Four beginning on March 7, 2023 and ending on
March 7, 2026. |
| (5) |
The performance component
for one quarter of the PSUs is determined following the completion
of each respective performance period. Depending on the level of
achievement of such goals, the actual number of PSUs earned could
range from 0% to 200% of the target number of PSUs shown in column
5. Irrespective of the performance achieved during each performance
period, the PSUs generally will not vest unless the Reporting
Person also remains continuously employed from the grant date
through March 7, 2026. |
Remarks:
Chief Financial Officer and Senior Vice President - Finance |
Reporting
Owners
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|
Reporting Owner Name / Address |
Relationships
|
|
Director |
10% Owner |
Officer |
Other |
Kennedy Michael N.
1615 WYNKOOP STREET
DENVER, CO 80202 |
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See Remarks |
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Signatures
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/s/ Yvette K. Schultz, as attorney-in-fact for
Michael N. Kennedy |
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3/9/2023 |
| **Signature
of Reporting Person |
Date |
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Reminder: Report on a separate line for each class
of securities beneficially owned directly or
indirectly. |
| * |
If the form is filed by more than one
reporting person, see Instruction 4(b)(v). |
| ** |
Intentional misstatements or omissions
of facts constitute Federal Criminal Violations. See 18
U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| Note: |
File three copies of this Form, one of
which must be manually signed. If space is insufficient, see
Instruction 6 for procedure. |
|
Persons who respond to the collection of information
contained in this form are not required to respond unless the form
displays a currently valid OMB control number. |
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