Statement of Changes in Beneficial Ownership (4)
July 17 2020 - 6:05AM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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
*
Warren Glen C Jr |
2. Issuer Name and Ticker or Trading Symbol
ANTERO RESOURCES Corp
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AR
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) See Remarks |
(Last)
(First)
(Middle)
1615 WYNKOOP STREET |
3. Date of Earliest Transaction
(MM/DD/YYYY)
7/15/2020 |
(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
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common stock, par value $0.01 per share | 7/15/2020 | | A | | 134000 (1) | A | $0 | 10324526 (2)(3) | D | |
Common stock, par value $0.01 per share | | | | | | | | 7 | I | See Footnote (4) |
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 | (5) | 7/15/2020 | | A | | 67000 | | (6)(7) | (6)(7) | Common Stock | 67000 (6)(7) | $0 | 67000 | D | |
Explanation of Responses: |
(1) | Common stock of the Issuer ("Common Stock") subject to a Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement that vest in four equal installments on the first four anniversaries of April 15, 2020. |
(2) | Includes 9,917 shares of Common Stock subject to previously granted restricted stock unit awards that remain subject to vesting. |
(3) | Includes 3,848,997 shares of 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. |
(4) | 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. |
(5) | Each performance share unit ("PSU") represents a contingent right to receive one share of Common Stock. |
(6) | Vesting of the PSUs granted on July 15, 2020 is contingent upon the achievement of both a performance and a service requirement. The performance component measures absolute total shareholder return over each of four performance periods: Performance Period One beginning on the grant date and ending on April 15, 2021, 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. |
(7) | 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 150% of the target number of PSUs, as 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 employed from the grant date through April 15, 2023. |
Remarks: Director, President & Chief Financial Officer |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Warren Glen C Jr 1615 WYNKOOP STREET DENVER, CO 80202 | X |
| See Remarks |
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Signatures
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/s/ Alvyn A. Schopp, as attorney-in-fact for Glen C. Warren, Jr. | | 7/17/2020 |
**Signature of Reporting Person | Date |
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