AM Antero Midstream Corporation

SCHEDULE 13 D

*      Calculation of percentage based on a total of 185,793,884 common units outstanding as of February 10, 2017.

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Explanatory Note:  This Amendment No. 5 (this “ Amendment ”) amends and supplements the Statement on Schedule 13D filed on November 19, 2014 with the Securities and Exchange Commission (the “ Commission ”) relating to the common units (“ Common Units ”) representing limited partner interests in Antero Midstream Partners LP (the “ Issuer ” or “ Partnership ”), a Delaware limited partnership (such Schedule 13D, as amended and supplemented by Amendment No. 1, filed on September 18, 2015, Amendment No. 2, filed on September 24, 2015, Amendment No. 3, filed on March 25, 2016, and Amendment No. 4, filed on March 31, 2016, the “ Original Schedule 13D ”). The Original Schedule 13D is hereby amended and supplemented by Antero Resources Corporation, a Delaware corporation (the “ Reporting Person ”), as set forth below in this Amendment (as so amended and supplemented, the “ Schedule 13D ”). Unless set forth below, all previous Items of the Original Schedule 13D are unchanged. Capitalized terms used herein which are not defined herein have the meanings set forth in the Original Schedule 13D.

Item 2.  Identity and Background

Item 2 of the Original Schedule 13D is supplemented as follows:

The principal business of the Reporting Person is the exploitation, development and acquisition of natural gas, natural gas liquids and oil properties located in the Appalachian Basin in West Virginia, Ohio and Pennsylvania. The name, business address, present principal occupation and citizenship of each director and executive officer of Antero (the “ Covered Individuals ”) are set forth on Exhibit A to this Schedule 13D, which is incorporated herein by reference.  Unless otherwise indicated, the present principal occupation of each person is with Antero.

Item 3.  Source and Amount of Funds or Other Consideration

Item 3 of the Original Schedule 13D is supplemented as follows:

On February 9, 2017, the 75,940,957 issued and outstanding subordinated units representing limited partner interests in the Issuer, all of which were held by the Reporting Person, were converted into Common Units on a one-for-one basis, upon the expiration of the subordination period as set forth in the Agreement of Limited Partnership of the Partnership, dated November 10, 2014, as amended by Amendment No. 1 to the Agreement of Limited Partnership of the Partnership, dated February 22, 2016.

Item 4.                                  Purpose of Transaction

This Item 4 shall be deemed to amend and restate Item 4 to the Original Schedule 13D in its entirety:

The response in Item 3 is incorporated herein by reference.

The following describes plans or proposals that the Reporting Person may have with respect to the matters set forth in Item 4(a)-(j) of Schedule 13D:

(a) None.

(b) None.

(c) None.

(d) None.

(e) None.

(f) None.

(g) None.

(h) None.

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(i) None.

(j)    Except as described in this Item 4, the Reporting Person does not have, as of the date of this Schedule 13D, any other plans or proposals that relate to or would result in any of the actions or events specified in clauses (a) through (i) of Item 4 of Schedule 13D. The Reporting Person may change its plans or proposals in the future. In determining from time to time whether to sell the Common Units reported as beneficially owned in this Schedule 13D (and in what amounts) or to retain such securities, the Reporting Person will take into consideration such factors as it deems relevant, including the business and prospects of the Partnership, anticipated future developments concerning the Partnership, existing and anticipated market conditions from time to time, general economic conditions, regulatory matters and other opportunities available to the Reporting Person. The Reporting Person reserves the right to acquire additional securities of the Partnership in the open market, in privately negotiated transactions (which may be with the Partnership or with third parties) or otherwise, to dispose of all or a portion of their holdings of securities of the Partnership or to change its intention with respect to any or all of the matters referred to in this Item 4.

Item 5.                                  Interest in Securities of the Issuer

This Item 5 shall be deemed to amend and restate Item 5 to the Original Schedule 13D in its entirety:

(a) — (b) The aggregate number and percentage of Common Units beneficially owned by the Reporting Person (on the basis of a total of 185,793,884 Common Units issued and outstanding as of February 10, 2017) are as follows:

In addition, as of the date of this report, the Covered Individuals beneficially own the number and percentage of Common Units set forth in the following table:

* Less than 1% of the class beneficially owned.

(c)   Except as set forth herein, neither the Reporting Person nor, to the Reporting Person’s knowledge, any of the Covered Individuals, has effected any transactions in the Common Units during the past 60 days except as set forth in Exhibit A to this Schedule 13D.

(d)   The Reporting Person has the right to receive distributions from, and the proceeds from the sale of, the Common Units reported on the cover page of this Schedule 13D and in this Item 5. Except for the foregoing and the cash distribution described in Item 6 of the Original Schedule 13D, no other person is known by the Reporting Person to have the right to receive or the power to direct the receipt of distributions from, or the proceeds from the sale of, the Common Units beneficially owned by the Reporting Person.

(e)   Not applicable.

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Signature

After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

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EXHIBIT A

Directors and Executive Officers of Antero Resources Corporation

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(1) Common Units granted pursuant to the Antero Midstream Partners LP Long-Term Incentive Plan.

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