Sec Form 4 Filing - Kennedy Michael N. @ ANTERO RESOURCES Corp - 2021-04-15

Insider filing report for Changes 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
Kennedy Michael N.
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)
04/15/2021
(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 04/15/2021 F 1,614 ( 1 ) D $ 9.52 1,151,084 ( 2 ) D
Common stock, par value $0.01 per share 04/15/2021 A 52,521 ( 3 ) A $ 0 1,203,605 ( 4 ) 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 ( 5 ) 04/15/2021 A 26,260 ( 6 )( 7 ) ( 6 )( 7 ) Common stock, par value $0.01 26,260 ( 6 ) ( 7 ) $ 0 26,260 ( 6 ) ( 7 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Kennedy Michael N.
1615 WYNKOOP STREET
DENVER, CO80202
See Remarks
Signatures
/s/ Alvyn A. Schopp, as attorney-in-fact for Michael N. Kennedy 04/19/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )In connection with the vesting and settlement of restricted stock units through the issuance of common stock of the Issuer ("Common Stock") pursuant to the Antero Resources Corporation 2020 Long-Term Incentive Plan, the Issuer withheld Common Stock that would otherwise have been issued to the Reporting Person to satisfy his tax withholding obligations. The number of shares of Common Stock withheld was determined based on the closing price per share of Common Stock on April 15, 2021.
( 2 )Includes 892,609 shares of Common Stock subject to previously granted restricted stock unit awards that remain subject to vesting.
( 3 )Reflects the grant of restricted stock units pursuant to the Antero Resources Corporation 2020 Long-Term Incentive Plan which vest as to 25% of the total amount granted on each of the first four anniversaries of April 15, 2021, subject to continued employment through each vesting date.
( 4 )Includes 945,130 shares of Common Stock subject to previously granted restricted stock unit awards that remain subject to vesting.
( 5 )Each performance share unit ("PSU") represents a contingent right to receive one share of Common Stock.
( 6 )Vesting of the PSUs granted on April 15, 2021 is contingent upon the achievement of both a performance and a service requirement. The performance component measures absolute total shareholder return over each of four performance periods: Performance Period One beginning on the grant date and ending on April 15, 2022, Performance Period Two beginning on April 15, 2022 and ending on April 15, 2023, Performance Period Three beginning on April 15, 2023 and ending on April 15, 2024, and Performance Period Four beginning on the grant date and ending on April 15, 2024.
( 7 )The performance component for one quarter of the PSUs is determined following the completion of each respective 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, as shown in column 5. Irrespective of the performance achieved during each performance period, the PSUs generally will not vest unless the Reporting Person also remains continuously employed from the grant date through April 15, 2024.

Remarks:
Senior Vice President - Finance

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