Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

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^*

Schultz Yvette K

(Last)

(First)

(Middle)

1615 WYNKOOP STREET

(Street)

DENVER

80202

(City)

(State)

(Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/28/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common stock, par value $0.01 per share	02/28/2024		A		11,810⁽¹⁾	A	$0	236,436⁽²⁾	D
Common stock, par value $0.01 per share	02/28/2024		A		12,530⁽³⁾	A	$0	248,966⁽⁴⁾	D
Common stock, par value $0.01 per share	02/28/2024		A		16,852⁽⁵⁾	A	$0	265,818⁽⁶⁾⁽⁷⁾	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 (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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. On February 28, 2024, the Compensation Committee certified the Issuer's net debt to adjusted EBITDAX multiple over the second performance period, which ran from January 1, 2023 through December 31, 2023, at the maximum level, resulting in 33% of the PSUs originally granted on April 15, 2022 that vest based on the Issuer's net debt to adjusted EBITDAX multiple becoming earned at 200% of the target amount granted. These PSUs remain outstanding and subject to service-based vesting requirements until December 31, 2024.

2. Includes 134,069 shares of Common Stock subject to previously granted RSUs and 23,620 shares of Common Stock subject to previously granted PSUs, in each case, that remain subject to service-based vesting.

3. On February 28, 2024, the Compensation Committee certified the Issuer's net debt to adjusted EBITDAX multiple over the first performance period, which ran from January 1, 2023 through December 31, 2023, at the maximum level, resulting in 33% of the PSUs originally granted on October 19, 2022 that vest based on the Issuer's net debt to adjusted EBITDAX multiple becoming earned at 200% of the target amount granted. These PSUs remain outstanding and subject to service-based vesting requirements until December 31, 2025.

4. Includes 134,069 shares of Common Stock subject to previously granted RSUs and 36,150 shares of Common Stock subject to previously granted PSUs, in each case, that remain subject to service-based vesting.

5. On February 28, 2024, the Compensation Committee certified the Issuer's net debt to adjusted EBITDAX multiple over the first performance period, which ran from January 1, 2023 through December 31, 2023, at the maximum level, resulting in 33% of the PSUs originally granted on March 7, 2023 that vest based on the Issuer's net debt to adjusted EBITDAX multiple becoming earned at 200% of the target amount granted. These PSUs remain outstanding and subject to service-based vesting requirements until December 31, 2025.

6. Includes 134,069 shares of Common Stock subject to previously granted RSUs and 53,002 shares of Common Stock subject to previously granted PSUs, in each case, that remain subject to service-based vesting.

7. On February 28, 2024, the Compensation Committee certified the Issuer's absolute total stockholder return ("TSR") performance over the first performance period, which ran from January 1, 2023 through December 31, 2023, at below the threshold level, resulting in 0% of the PSUs originally granted on October 19, 2022 that vest based on absolute TSR over such first performance period becoming earned. Therefore, the total reported in this column does not include any PSUs with respect to such award despite such PSUs previously being reported in Table II of the Form 4 filed by the Reporting Person on October 19, 2022.

Remarks:

Senior Vice President - Legal, Chief Compliance Officer, General Counsel and Corporate Secretary

	/s/ Yvette K. Schultz	03/01/2024
	** 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).
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