Edgar Filing: ANTERO RESOURCES Corp

Ownership Submission

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 OF SECURITIES

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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3235-0287

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(Print or Type Responses)

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)
VP Reserves, Planning & Midstr

(Last)

(First)

(Middle)

1615 WYNKOOP STREET

3. Date of Earliest Transaction (Month/Day/Year)
04/15/2015

(Street)

DENVER, CO 80202

4. If Amendment, Date 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

(City)

(State)

(Zip)

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	04/15/2015		A		32,648 ⁽¹⁾	A	$ 0	114,106 ⁽²⁾	D
Common stock, par value $0.01 per share								207,165,909	I	See Footnote ⁽³⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Options to purchase Common Stock

$ 50

04/15/2015

22,500

⁽⁴⁾

Common Stock, par value $0.01 per share

22,500

$ 0

22,500

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
McNeilly Ward D. 1615 WYNKOOP STREET DENVER, CO 80202			VP Reserves, Planning & Midstr

Signatures

/s/ Alvyn A. Schopp, as attorney-in-fact for Ward D. McNeilly		04/16/2015
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Common stock subject to a restricted stock unit award that vests in four equal installments on the first four anniversaries of the grant date so long as the Reporting Person remains continuously employed by the Issuer through each such anniversary date.
(2)	Includes 69,146 shares of common stock subject to a previously granted restricted stock unit award that vests in three remaining equal installments on the second, third and fourth anniversaries of the grant date so long as the Reporting Person remains continuously employed by the Issuer through each such anniversary date.
(3)	The Reporting Person holds a direct membership interest in Antero Resources Investment LLC, a Delaware limited liability company ("Antero Investment"), which directly owns 207,165,909 shares of common stock of the Issuer, and a direct membership interest in Antero Resources Employee Holdings LLC, which holds a direct membership interest in Antero Investment. The Reporting Person disclaims beneficial ownership of all shares reported except to the extent of his pecuniary interest therein.
(4)	Options to purchase Common Stock vest and become exercisable in four equal installments on the first four 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.

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