Explanatory Note
: On May 21, 2019, certain funds affiliated with Warburg Pincus LLC sold 15,000,000 shares of common stock of Antero Midstream Corporation. Separately, also on May 21, 2019, certain funds affiliated with Yorktown Partners, LLC sold 4,000,000 shares of common stock of Antero Midstream Corporation. Antero Subsidiary Holdings LLC (
AR Sub
), a wholly owned subsidiary of Antero Resources Corporation (the
Reporting Person
), Paul M. Rady, Glen C. Warren, Jr., the Warburg Entities and the Yorktown Entities are party to that certain Stockholders Agreement, dated March 12, 2019, and as a result may be deemed to have formed a Section 13(d) group. Because the Reporting Person is the sole member of AR Sub, it may be deemed to beneficially own the shares of Antero Midstream Corporation common stock beneficially owned by AR Sub based on its relationship with AR Sub. Although none of Antero Resources Corporation, AR Sub, Mr. Rady or Mr. Warren sold shares of Antero Midstream common stock, the Reporting Person is filing this Amendment No. 1, which amends and supplements the Statement on Schedule 13D filed on March 14, 2019 (the
Original Schedule 13D
) with the Securities and Exchange Commission to reflect the sales made by the Warburg Entities and the Yorktown Entities. 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 which are not defined herein have the meanings set forth in the Original Schedule 13D.
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 51,419,936 Shares of the Issuer, representing 10.1% of the outstanding Shares of the Issuer. 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 Issuer, representing 21.1% of the outstanding Shares of the Issuer. Because AR Sub is a party to the Stockholders Agreement (as defined below), AR Sub may be deemed to beneficially own all Shares in the Issuer owned by the parties to the Stockholders Agreement. The parties to the Stockholders Agreement, including AR Sub, collectively own 208,287,026 Shares in the Issuer, representing 41.1% of the outstanding Shares of the Issuer. Because the Reporting Person is the sole member of AR Sub, it may be deemed to beneficially own the Shares of the Issuer 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. The parties to the Stockholders Agreement have filed separate Schedule 13Ds with respect to their interests.
(c) Except as described in this Schedule 13D, the Reporting Person has not effected any transactions in the Shares of the Issuer since the filing of the Original Schedule 13D.
(d) Not applicable.
(e) Not applicable.
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