Sec Form 4 Filing - McNeilly Ward D. @ ANTERO RESOURCES Corp - 2017-02-08

Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security.

Form 4: Statement of changes in beneficial ownership, filed before the end of the 2nd business day following the day on which a transaction resulting in a change in beneficial ownership.

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FORM 4
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
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
McNeilly Ward D.
2. Issuer Name and Ticker or Trading Symbol
ANTERO RESOURCES Corp [ AR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ 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/YY)
02/08/2017
(Street)
DENVER, CO80202
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 02/08/2017 F 9,507 ( 1 ) D $ 24.82 289,405 ( 2 ) D
Common stock, par value $0.01 per share 02/08/2017 M 9,722 A 299,127 ( 2 ) D
Common stock, par value $0.01 per share 02/08/2017 F 3,110 ( 4 ) D $ 24.82 296,017 ( 2 ) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 ( 3 ) 02/08/2017 M 9,722 ( 3 ) ( 3 ) Common stock, par value $0.01 per share 9,722 ( 3 ) 100,278 ( 5 ) ( 6 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
McNeilly Ward D.
1615 WYNKOOP STREET
DENVER, CO80202
See Remarks
Signatures
/s/ Alvyn A. Schopp, as attorney-in-fact for Ward D. McNeilly 02/16/2017
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )In connection with the vesting of restricted stock units pursuant to the Antero Resources Corporation Long-Term Incentive Plan, the Issuer withheld shares that would otherwise have been issued to the Reporting Person to satisfy its tax withholding obligations. The number of shares withheld was determined based on the closing price per share on February 8, 2017.
( 2 )Includes 156,861 shares of common stock subject to previously granted restricted stock unit awards that remain subject to vesting.
( 3 )Each performance share unit represented a contingent right to receive one share of the Issuer's common stock upon the achievement of performance metrics established by the compensation committee of the Issuer's board of directors tied to the 10-day weighted average stock price of the Issuer's common stock and satisfaction of certain time-based vesting conditions during the period beginning on the date of grant and ending on the fifth anniversary thereof.
( 4 )In connection with the vesting of performance share units pursuant to the Antero Resources Corporation Long-Term Incentive Plan, the Issuer withheld shares that would otherwise have been issued to the Reporting Person to satisfy its tax withholding obligations. The number of shares withheld was determined based on the closing price per share on February 8, 2017.
( 5 )Includes options to purchase 22,500 shares of common stock, including options to purchase 5,625 shares of common stock that are vested and exercisable and options to purchase 16,875 shares of common stock that vest and become exercisable in three equal installments on the next three anniversaries of the grant date so long as the Reporting Person remains continuously employed by the Issuer through each such anniversary date. Each option to purchase common stock expires ten years from the date of grant, or April 15, 2025.
( 6 )Includes 77,778 performance share units that represent a contingent right to receive one share of the Issuer's common stock upon the achievement of performance metrics established by the compensation committee of the Issuer's board of directors tied to the 10-day weighted average stock price of the Issuer's common stock and satisfaction of certain time-based vesting conditions during the period beginning on the date of grant and ending on the fifth anniversary thereof.

Remarks:
Senior Vice President - Reserves, Planning and Midstream

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).

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