Sec Form 4 Filing - Warburg Pincus Private Equity X O&G, L.P. @ Antero Midstream Corp - 2019-03-12

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 Midstream Corp [ AM]
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)
03/12/2019
(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 Shares representing limited partner interests 03/12/2019 D( 1 ) 34,834,296 D 0 D ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 )
Common Shares representing limited partner interests 03/12/2019 D( 1 ) 1,114,410 D 0 I See footnotes ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) ( 8 ) ( 9 ) ( 10 )
Common Shares representing limited partner interests 03/12/2019 D( 1 ) 53,823 D 0 I See footnotes ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) ( 8 ) ( 9 ) ( 10 ) ( 11 )
Common Shares representing limited partner interests 03/12/2019 D( 1 ) 19,107,060 D 0 I See footnotes ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) ( 8 ) ( 9 ) ( 10 ) ( 11 ) ( 12 )
Common Stock 03/12/2019 A( 1 ) 34,834,296 A 34,834,296 D ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 )
Common Stock 03/12/2019 A( 1 ) 1,114,410 A 35,948,706 I See footnotes ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) ( 8 ) ( 9 ) ( 10 )
Common Stock 03/12/2019 A( 1 ) 53,823 A 36,002,529 I See footnotes ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) ( 8 ) ( 9 ) ( 10 ) ( 11 )
Common Stock 03/12/2019 A( 1 ) 19,107,060 A 55,109,589 I See footnotes ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) ( 8 ) ( 9 ) ( 10 ) ( 11 ) ( 12 )
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, 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, L.P.
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 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
/s/ Robert B. Knauss 03/14/2019
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )On March 12, 2019, in connection with the conversion of Antero Midstream GP LP ("AMGP") from a limited partnership to a corporation named Antero Midstream Corporation ("New AM") under the laws of the State of Delaware (the "Conversion"), each common share representing limited partnership interests of AMGP (the "AMGP Common Shares") was converted into one share of common stock of New AM ("New AM Common Shares").
( 2 )This Form 4 is filed on behalf of Warburg Pincus Private Equity X O&G, L.P., a Delaware limited partnership ("WP X O&G" and, together with its affiliated partnership, Warburg Pincus X Partners, L.P., a Delaware limited partnership ("WP X Partners"), the "WP X O&G Funds"). As of March 12, 2019, prior to the Conversion, the Warburg Pincus Entities (as defined below) collectively owned 55,109,589 AMGP Common Shares, of which (a) 34,834,296 are owned by WP X O&G and 1,114,410 are owned by WP X Partners, for an aggregate total of 35,948,706 AMGP Common Shares owned by the WP X O&G Funds, and (b) 19,160,883 are owned by the WP VIII Funds (as defined below).
( 3 )(Continued from Footnote 2) As of March 12, 2019, after the Conversion, the Warburg Pincus Entities collectively own 55,109,589 New AM Common Shares, of which (i) 34,834,296 are owned by WP X O&G and 1,114,410 are owned by WP X Partners, for an aggregate total of 35,948,706 New AM Common Shares owned by the WP X O&G Funds, and (ii) 19,160,883 are owned by the WP VIII Funds.
( 4 )The Warburg Pincus funds are the WP X O&G Funds and Warburg Pincus Private Equity VIII, L.P., a Delaware limited partnership ("WP VIII"), and its two affiliated partnerships, Warburg Pincus Netherlands Private Equity VIII C.V. I, a limited partnership formed under the laws of the Netherlands ("WP VIII CV I"), and WP-WPVIII Investors, L.P., a Delaware limited partnership ("WP-WPVIII Investors"), and together with WP VIII and WP VIII CV I, the "WP VIII Funds").
( 5 )Warburg Pincus X, L.P., a Delaware limited partnership ("WP X GP"), is the general partner of each of the WP X O&G Funds. 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 (a) WP X GP, and (b) WP-WPVIII Investors GP L.P., a Delaware limited partnership ("WP-WPVIII GP"), which, in turn, is the general partner of WP-WPVIII Investors. Warburg Pincus Partners, L.P., a Delaware limited partnership ("WP Partners"), is (i) the managing member of WPP GP, and (ii) the general partner of WP VIII and WP VIII CV I. Warburg Pincus Partners GP LLC, a Delaware limited liability company ("WP Partners GP"), is the general partner of WP Partners.
( 6 )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 each of the WP X O&G Funds and the WP VIII Funds.
( 7 )Each of the WP X O&G Funds, the WP VIII Funds, WP-WPVIII GP, 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 Entities." 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 Entities.
( 8 )By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (a) WP X GP, WP X GP LP, WPP GP, WP Partners, WP Partners GP, WP, WP LLC, and Messrs. Kaye and Landy and certain affiliates may be deemed to be beneficial owners of the 35,948,706 AMGP Common Shares (prior to the Conversion) and the 35,948,706 New AM Common Shares (after the Conversion) held collectively by the WP X O&G Funds, and (b) WPP GP, WP Partners, WP Partners GP, WP, WP LLC, and Messrs. Kaye and Landy and certain affiliates may be deemed to be beneficial owners of the 19,160,883 AMGP Common Shares (prior to the Conversion) and the 19,160,883 New AM Common Shares (after the Conversion) held collectively by the WP VIII Funds.
( 9 )(Continued from Footnote 8) The Warburg Pincus Entities, Messrs. Kaye and Landy and such affiliates disclaim beneficial ownership of such AMGP Common Shares and such New AM Common Shares except to the extent of their pecuniary interest therein. Each of WP X O&G, WP X GP, WP X GP LP, WPP GP, WP Partners, WP Partners GP, WP and WP LLC is a director-by-deputization solely for purposes of Section 16 of the Exchange Act.
( 10 )WP X GP and WP X GP LP each indirectly holds, and therefore may be deemed to be the beneficial owner of, the 35,948,706 AMGP Common Shares (prior to the Conversion) and the 35,948,706 New AM Common Shares (after the Conversion) directly held by the WP X O&G Funds.
( 11 )WPP GP indirectly holds, and therefore may be deemed to be the beneficial owner of, the 36,002,529 AMGP Common Shares (prior to the Conversion) and the 36,002,529 New AM Common Shares (after the conversion) directly held by WP-WPVIII Investors and the WP X O&G Funds.
( 12 )WP Partners, WP Partners GP, WP and WP LLC each indirectly holds, and therefore may be deemed to be the beneficial owner of, the 55,109,589 AMGP Common Shares (prior to the Conversion) and the 55,109,589 New AM Common Shares directly held by the WP VIII Funds and the WP X O&G Funds.

Remarks:
Exhibit 99.1 - Joint Filers' Signatures

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