Sec Form 4 Filing - Warburg Pincus Private Equity X O&G, L.P. @ ANTERO RESOURCES Corp - 2017-11-27

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.

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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 *
Warburg Pincus Private Equity X O&G, L.P.
2. Issuer Name and Ticker or Trading Symbol
ANTERO RESOURCES Corp [ AR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O WARBURG PINCUS LLC, 450 LEXINGTON AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
11/27/2017
(Street)
NEW YORK, NY10017
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 11/27/2017 J( 1 ) 9,790,270 D 33,367,991 ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) D
Common stock, par value $0.01 per share 11/27/2017 J( 1 ) 312,956 D 1,445,774 ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) I See Footnote ( 8 )
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Warburg Pincus Private Equity X O&G, L.P.
C/O WARBURG PINCUS LLC
450 LEXINGTON AVENUE
NEW YORK, NY10017
X X
Warburg Pincus X Partners, L.P.
C/O WARBURG PINCUS LLC
450 LEXINGTON AVENUE
NEW YORK, NY10017
X X
Warburg Pincus X, L.P.
C/O WARBURG PINCUS LLC
450 LEXINGTON AVENUE
NEW YORK, NY10017
X X
Warburg Pincus X GP L.P.
C/O WARBURG PINCUS LLC
450 LEXINGTON AVENUE
NEW YORK, NY10017
X X
WPP GP LLC
C/O WARBURG PINCUS LLC
450 LEXINGTON AVENUE
NEW YORK, NY10017
X X
Warburg Pincus Partners GP LLC
C/O WARBURG PINCUS LLC
450 LEXINGTON AVENUE
NEW YORK, NY10017
X X
WARBURG PINCUS & CO.
C/O WARBURG PINCUS LLC
450 LEXINGTON AVENUE
NEW YORK, NY10017
X X
WARBURG PINCUS LLC
C/O WARBURG PINCUS LLC
450 LEXINGTON AVENUE
NEW YORK, NY10017
X
KAYE CHARLES R
C/O WARBURG PINCUS LLC
450 LEXINGTON AVENUE
NEW YORK, NY10017
X
Landy Joseph P.
C/O WARBURG PINCUS LLC
450 LEXINGTON AVENUE
NEW YORK, NY10017
X
Signatures
WARBURG PINCUS PRIVATE EQUITY X O&G, L.P. By: WP X GP, its GP By: WP X GP LP, its GP BY: WPP GP LLC, its GP, By: WP Partners, its MM By: WP Partners GP, its GP, By: WP, its MM By: Name: Robert B. Knauss Title: Partner 11/27/2017
** Signature of Reporting Person Date
WARBURG PINCUS X PARTNERS, L.P. By: Warburg Pincus X, L.P., its GP By: WP X GP LP, its GP By: WPP GP LLC, its GP By: WP Partners, its MM By: WP Partners GP, its GP By: Warburg Pincus & Co., its MM By: Name: Robert B. Knauss Title: Partner 11/27/2017
** Signature of Reporting Person Date
WARBURG PINCUS X GP L.P. By: WPP GP LLC, its GP By: Warburg Pincus Partners, L.P., its MM By: Warburg Pincus Partners GP LLC, its GP By: Warburg Pincus & Co., its MM By: Name: Robert B. Knauss Title: Partner 11/27/2017
** Signature of Reporting Person Date
WARBURG PINCUS X, L.P. By: Warburg Pincus X GP L.P., its GP By: WPP GP LLC, its GP By: Warburg Pincus Partners, L.P., its MM By: Warburg Pincus Partners GP LLC, its GP By: Warburg Pincus & Co., its MM By: Name: Robert B. Knauss Title: Partner 11/27/2017
** Signature of Reporting Person Date
WPP GP LLC By: Warburg Pincus Partners, L.P., its managing member By: Warburg Pincus Partners GP LLC, its general partner By: Warburg Pincus & Co., its managing member By: Name: Robert B. Knauss Title: Partner 11/27/2017
** Signature of Reporting Person Date
WARBURG PINCUS PARTNERS GP LLC By: Warburg Pincus & Co., its managing member By: Name: Robert B. Knauss Title: Partner 11/27/2017
** Signature of Reporting Person Date
WARBURG PINCUS & CO. By: Name: Robert B. Knauss Title: Partner 11/27/2017
** Signature of Reporting Person Date
WARBURG PINCUS LLC By: Name: Robert B. Knauss Title: Managing Director 11/27/2017
** Signature of Reporting Person Date
CHARLES R. KAYE By: Name: Robert B. Knauss, attorney-in-fact 11/27/2017
** Signature of Reporting Person Date
JOSEPH P. LANDY By: Name: Robert B. Knauss, attorney-in-fact 11/27/2017
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )Effective November 27, 2017, WP X Partners (as defined below) and WP X O&G (as defined below) distributed an aggregate total of 10,103,226 shares of common stock, par value $0.01 per share ("Common Stock"), of Antero Resources Corporation (the "Issuer") to their partners on a pro rata basis in accordance with their respective ownership interests as determined in accordance with the applicable limited partnership agreements of such entities (the "Distribution"), with no consideration being paid in connection therewith.
( 2 )This Form 4 is filed on behalf of (i) Warburg Pincus X Partners, L.P., a Delaware limited partnership ("WP X Partners"); and (ii) Warburg Pincus Private Equity X O&G, L.P., a Delaware limited partnership ("WP X O&G").
( 3 )Warburg Pincus X, L.P., a Delaware limited partnership ("WP X GP"), is the general partner of WP X Partners and Warburg Pincus Private Equity X, L.P., a Delaware limited partnership ("WP X" and together with WP X Partners, the "WP X Funds") and WP X O&G. Warburg Pincus X GP L.P., a Delaware limited partnership ("WP X GP LP"), is the general partner of WP X GP. WPP GP LLC, a Delaware limited liability company ("WPP GP"), is the general partner of WP X GP LP. Warburg Pincus Partners, L.P., a Delaware limited partnership ("WP Partners"), is the managing member of WPP GP. Warburg Pincus Partners GP LLC, a Delaware limited liability company ("WP Partners GP"), is the general partner of WP Partners.
( 4 )Warburg Pincus & Co., a New York general partnership ("WP"), is the managing member of WP Partners GP. Warburg Pincus LLC, a New York limited liability company ("WP LLC"), is the manager of the WP X Funds and WP X O&G. Charles R. Kaye and Joseph P. Landy are each Managing General Partners of WP and Managing Members and Co-Chief Executive Officers of WP LLC and may be deemed to control the Warburg Pincus Reporting Persons (as defined below). Messrs. Kaye and Landy disclaim beneficial ownership of all shares held by the Warburg Pincus Reporting Persons. Each of Messrs. Kaye and Landy, together with the WP X Funds, WP X O&G, 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 Reporting Persons".
( 5 )By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Warburg Pincus Reporting Persons and certain affiliates may be deemed to be beneficial owners of 13,235,876 shares of Common Stock of the Issuer held collectively by the WP X Funds and 33,367,991 shares of Common Stock of the Issuer held by WP X O&G. The Warburg Pincus Reporting Persons and such affiliates disclaim beneficial ownership of such shares of Common Stock of the Issuer except to the extent of their direct pecuniary interest therein. The WP X Funds, WP X O&G, WP X GP, WP X GP LP, WPP GP, WP Partners, WP Partners GP, and WP are directors-by-deputization solely for purposes of Section 16 of the Exchange Act.
( 6 )Information with respect to each of the Warburg Pincus Reporting Persons is given solely by such Warburg Pincus Reporting Person, and no Warburg Pincus Reporting Person has responsibility for the accuracy or completeness of information supplied by another Warburg Pincus Reporting Person.
( 7 )Each of Charles R. Kaye and Joseph P. Landy serves as Managing General Partner of WP and Co-Chief Executive Officer and Managing Member of WP LLC. Therefore, the consummation of the Distribution altered the indirect beneficial ownership of the Reporting Persons in the shares of Common Stock. In addition to the 46,609,061 shares of Common Stock in which Charles R. Kaye may be deemed to have indirect beneficial ownership by virtue of his status as Managing General Partner of WP and Co-Chief Executive Officer and Managing Member of WP LLC, Mr. Kaye currently owns, directly and indirectly, 89,915 shares of Common Stock, all of which shares were received in the Distribution. In addition to the 46,609,061 shares of Common Stock in which Joseph P. Landy may be deemed to have indirect beneficial ownership by virtue of his status as Managing General Partner of WP and Co-Chief Executive Officer and Managing Member of WP LLC, Mr. Landy currently owns 565,799 shares of Common Stock.
( 8 )Common Stock of the Issuer is held directly by WP X Partners.

Remarks:
The Power of Attorney given by each of Mr. Kaye and Mr. Landy was previously filed with the U.S. Securities and Exchange Commission on July 12, 2016 as an exhibit to a beneficial ownership report on Schedule 13D filed by Warburg Pincus LLC with respect to WEX Inc. and is hereby incorporated by reference. Entity names in the signature blocks have been abbreviated. Please refer to Notes (2), (3), and (4) of this Form 4 for the complete legal name of such entities.

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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