CUSIP No. 03676B 102
INTRODUCTION
This Amendment amends and supplements the Schedule 13D relating to the common shares representing limited partnership interests of Antero Midstream GP LP
(AMGP) that was filed on May 22, 2017 and amended by Amendment No. 1 on June 13, 2017, by Amendment No. 2 on October 16, 2018, by Amendment No. 3 on March 14, 2019, by Amendment No. 4 on
May 24, 2019, and by Amendment No. 5 on September 6, 2019 (the Original Schedule 13D and, together with this Amendment, the Schedule 13D) with the U.S. Securities and Exchange Commission (the SEC)
by Warburg Pincus Private Equity VIII, L.P., a Delaware limited partnership (WP VIII and, together with its two affiliated partnerships, Warburg Pincus Netherlands Private Equity VIII C.V. I, a limited partnership formed under the laws
of the Netherlands (WP VIII CV I), and WP-WPVIII Investors, L.P., a Delaware limited partnership (WP-WPVIII Investors), collectively, the
WP VIII Funds); Warburg Pincus Private Equity X O&G, L.P., a Delaware limited partnership (WP X O&G and, together with its affiliated partnership, Warburg Pincus X Partners, L.P., a Delaware limited partnership, the
WP X O&G Funds); Warburg Pincus X, L.P., a Delaware limited partnership (WP X GP), which is the general partner of each of the WP X O&G Funds; Warburg Pincus X GP L.P., a Delaware limited partnership (WP X GP
LP), which is the general partner of WP X GP; WPP GP LLC, a Delaware limited liability company (WPP GP), which is the general partner of WP X GP LP and WP-WPVIII Investors GP L.P., a Delaware
limited partnership (WP-WPVIII GP), which is the general partner of WP-WPVIII Investors; Warburg Pincus Partners, L.P., a Delaware limited partnership
(WP Partners), which is (i) the managing member of WPP GP, and (ii) the general partner of WP VIII and WP VIII CV I; Warburg Pincus Partners GP LLC, a Delaware limited liability company (WP Partners GP), which is
the general partner of WP Partners; Warburg Pincus & Co., a New York general partnership (WP), which is the managing member of WP Partners GP; Warburg Pincus LLC, a New York limited liability company (WP LLC), which
is the manager of each of the WP VIII Funds and the WP X O&G Funds; and Charles R. Kaye and Joseph P. Landy, who are the Managing General Partners of WP and the Managing Members and Co-Chief Executive
Officers of WP LLC and may be deemed to control the Warburg Pincus Entities (as defined below). Each of the WP VIII Funds, the WP X O&G Funds, WP X GP, WP X GP LP, WPP GP, WP Partners, WP Partners GP, WP and WP LLC are collectively referred to
herein as the Warburg Pincus Entities and, together with Charles R. Kaye and Joseph P. Landy, the Reporting Persons. Unless set forth below, all previous Items of the Original Schedule 13D are unchanged. Capitalized terms
used but not defined herein shall have the meaning set forth in the Original Schedule 13D.
On November 12, 2019, the WP X O&G Funds sold all
remaining shares of common stock of Antero Midstream Corporation owned by them and, as such, each of the Reporting Persons ceased to be the beneficial owners of more than five percent of the common stock of Antero Midstream Corporation pursuant to
any deemed Section 13(d) group in connection with that certain Stockholders Agreement, dated March 12, 2019 (the Stockholders Agreement), by and among certain funds affiliated with Warburg Pincus LLC and other
stockholders of Antero Midstream Corporation. Consequently, the filing of this Amendment represents the final amendment to the Schedule 13D and constitutes an exit filing for each of the Reporting Persons. Separately, also on
November 12, 2019, certain investment funds managed by Yorktown Partners, LLC (together with the WP X O&G Funds, the Selling Stockholders) sold 3,000,000 shares of common stock of Antero Midstream Corporation.
Item 4.
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Purpose of Transaction.
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Item 4 shall be amended to add the following:
On
November 12, 2019, the WP X O&G Funds sold all 22,965,437 shares of common stock of Antero Midstream Corporation that they held of record in a registered offering at a price of $6.52 per share pursuant to the Underwriting Agreement, dated
November 6, 2019, by and among Antero Midstream Corporation, the Selling Stockholders and Barclays Capital Inc. As a result of the sale, the Reporting Persons disposed of all of their shares of common stock of Antero Midstream Corporation and
are no longer subject to the terms of the Stockholders Agreement nor part of any deemed Section 13(d) group in connection with the Stockholders Agreement.
Item 5.
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Interest in Securities of the Issuer.
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Item 5 shall be amended and restated as follows:.
(a)-(b) As a result of the transaction disclosed in Item 4 herein, the Reporting Persons no longer own any securities of Antero Midstream
Corporation nor have sole or shared power to vote, direct the vote, dispose or direct the disposition with respect to any securities of Antero Midstream Corporation, and therefore their obligation to file further amendments to this statement has
terminated.