Officer Rady Paul M covered exercise/tax liability with 55,516 shares and was granted 148,016 shares, increasing direct ownership by 0.79% to 11,833,254 units (SEC Form 4)
$AR
Oil & Gas Production
Energy
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
ANTERO RESOURCES Corp [ AR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/07/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common stock, par value $0.01 per share | 03/07/2025 | A | 148,016(1) | A | $0.00 | 11,888,770(2) | D | |||
| Common stock, par value $0.01 per share | 03/07/2025 | F | 55,516(3) | D | $33.64 | 11,833,254(4) | D | |||
| Common stock, par value $0.01 per share | 5,284,264(8) | I | See Footnote(8) | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) | 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: 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 Unit | $74,008(5) | 03/07/2025 | A | 74,008 | (6)(7) | (6)(7) | Common stock, par value $0.01 per share | 74,008 | $0.00 | 74,008 | D | ||||
| Explanation of Responses: |
| 1. Reflects the grant of restricted stock units ("RSUs") pursuant to the Amended and Restated Antero Resources Corporation 2020 Long-Term Incentive Plan (the "Plan") which vest as to 1/3 of the total amount granted on each of the first three anniversaries of March 7, 2025, generally subject to continued employment through each vesting date. |
| 2. Includes 614,087 shares of common stock, par value $0.01 per share ("Common Stock") of Antero Resources Corporation (the "Issuer") subject to previously granted RSU awards and 338,114 shares of Common Stock subject to performance share units ("PSUs") in respect of which performance has been certified, in each case, that remain subject to service-based vesting. |
| 3. In connection with the vesting and settlement of RSUs through the issuance of Common Stock pursuant to the Plan, the Issuer withheld Common Stock that would otherwise have been issued to the Reporting Person to satisfy their tax withholding obligations. The number of shares of Common Stock withheld was determined based on the closing price per share of Common Stock on March 7, 2025. |
| 4. Includes 487,859 shares of Common Stock subject to previously granted RSU awards and 338,114 shares of Common Stock subject to PSU's in respect of which performance has been certified, in each case, that remain subject to service-based vesting. |
| 5. Each PSU represents a contingent right to receive one share of Common Stock. |
| 6. Vesting of the PSUs granted on March 7, 2025 is contingent upon the achievement of a performance and service requirement. The performance component measures absolute total shareholder return over each of four performance periods: Performance Period One beginning on March 7, 2025 and ending on March 7, 2026, Performance Period Two beginning on March 7, 2026 and ending on March 7, 2027, Performance Period Three beginning on March 7, 2027 and ending on March 7, 2028, and Performance Period Four beginning on March 7, 2025 and ending on March 7, 2028. Continued service is generally required through the end of each such performance period. |
| 7. The performance component for one quarter of the PSUs is determined following the completion of each respective performance period and will be settled shortly thereafter, contingent upon continued service through the end of the performance period. Depending on the level of achievement of such goals, the actual number of PSUs earned could range from 0% to 200% of the target number of PSUs shown in column 5. |
| 8. Includes 2,822,552 shares of Common Stock held by Salisbury Investment Holdings LLC ("Salisbury") and 2,461,712 shares of Common Stock held by Mockingbird Investments LLC ("Mockingbird"). The Reporting Person owns a 95% limited liability company interest in Salisbury and his spouse owns the remaining 5%. The Reporting Person owns a 13.1874% limited liability company interest in Mockingbird and two trusts under his control own the remaining 86.8126%. The Reporting Person disclaims beneficial ownership of all shares of Common Stock held by Salisbury and Mockingbird except to the extent of his pecuniary interest therein. |
| Remarks: |
| Chairman of the Board, Chief Executive Officer & President |
| /s/ Yvette K. Schultz, as attorney-in-fact for Paul M. Rady | 03/10/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||