Explanatory Note: On May 5, 2020, an investment vehicle controlled by Paul M. Rady sold 18,000,000 shares of common stock of Antero Midstream Corporation (the Issuer) and Glen C. Warren, Jr. sold 10,000,000 shares of the Issuers common stock. Because Antero Resources Corporation (the Reporting Person) is the sole member of Antero Subsidiary Holdings LLC (AR Sub), a wholly owned subsidiary of the Reporting Person, it may have been deemed to beneficially own the shares of the Issuers common stock beneficially owned by AR Sub, which previously may have been deemed to include the shares of the Issuers common stock beneficially owned by Messrs. Rady and Warren because Messrs. Rady and Warren and AR Sub were party to that certain Stockholders Agreement, dated as of March 12, 2019. Neither Antero Resources Corporation nor AR Sub sold any shares of common stock of the Issuer, and the Reporting Person is only filing this Amendment No. 5, which amends and supplements the Statement on Schedule 13D filed on March 14, 2019 (as amended by Amendment No. 1 filed on May 24, 2019, as further amended by Amendment No. 2 filed on September 5, 2019, as further amended by Amendment No. 3 filed on November 12, 2019 and as further amended by Amendment No. 4 filed on December 16, 2019, the Original Schedule 13D) because AR Sub may have been deemed to be part of a Section 13(d) group with Messrs. Rady and Warren. The Original Schedule 13D is hereby amended and supplemented by the Reporting Person, as set forth below (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 that are not defined herein have the meanings set forth in the Original Schedule 13D. Each ownership percentage set forth herein is based on 476,494,217 shares of the Issuers common stock outstanding as of May 1, 2020.
Item 2. Identity and Background
This Item 2(c) shall be deemed to amend and restate Item 2(c) to the Original Schedule 13D in its entirety:
(c) The principal business of the Reporting Person is the exploration, development and production of natural gas, natural gas liquids and oil properties located in the Appalachian Basin. The name, business address, present principal occupation and citizenship of each director and executive officer of Antero are set forth on Schedule A to this Schedule 13D (the Scheduled Persons), which is incorporated herein by reference. Unless otherwise indicated, the present principal occupation of each person is with Antero.
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 Reporting Person is the record owner of 32,042,344 shares of the Issuers common stock, representing 6.72% of the outstanding shares of the Issuers common stock. Antero Subsidiary Holdings LLC (AR Sub), a Delaware limited liability company and wholly owned subsidiary of the Reporting Person, is the record owner of 107,000,001 shares of the Issuers common stock, representing 22.46% of the outstanding shares of the Issuers common stock. As a result of the sale by an investment vehicle controlled by Mr. Rady of 18,000,000 shares of the Issuers common stock and by Glen C. Warren, Jr. of 10,000,000 shares of the Issuers common stock on May 5, 2020, each of Messrs. Rady and Warren is no longer subject to the terms of the Stockholders Agreement and, therefore, is not deemed to be a member of any Section 13(d) group resulting from the Stockholders Agreement, which would have included AR Sub. Because the Reporting Person is the sole member of AR Sub, it may be deemed to beneficially own the shares of the Issuers common stock beneficially owned by AR Sub based on its relationship with AR Sub. The Reporting Person disclaims beneficial ownership of these shares except to the extent of its pecuniary interest therein.
(c) Except as described in this Schedule 13D, the Reporting Person has not effected any transactions in the shares of the Issuers common stock since the filing of the Original Schedule 13D.
(d) Not applicable.
(e) Not applicable.
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