Paul M. Rady - Feb 28, 2024 Form 4 Insider Report for ANTERO RESOURCES Corp (AR)

Signature
/s/ Yvette K. Schultz, as attorney-in-fact for Paul M. Rady
Stock symbol
AR
Transactions as of
Feb 28, 2024
Transactions value $
-$2,498,975
Form type
4
Date filed
3/1/2024, 05:16 PM
Previous filing
Oct 17, 2023
Next filing
Mar 11, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction AR Common stock, par value $0.01 per share Award $0 +78.8K +0.7% $0.00 11.4M Feb 28, 2024 Direct F1, F2
transaction AR Common stock, par value $0.01 per share Tax liability -$2.5M -98.2K -0.86% $25.46 11.3M Feb 28, 2024 Direct F2, F3
transaction AR Common stock, par value $0.01 per share Award $0 +44.9K +0.4% $0.00 11.3M Feb 28, 2024 Direct F4, F5
transaction AR Common stock, par value $0.01 per share Award $0 +47.6K +0.42% $0.00 11.4M Feb 28, 2024 Direct F6, F7
transaction AR Common stock, par value $0.01 per share Award $0 +64.2K +0.56% $0.00 11.4M Feb 28, 2024 Direct F8, F9, F10
holding AR Common stock, par value $0.01 per share 5.28M Feb 28, 2024 See Footnote F11
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On February 28, 2024, the Compensation Committee (the "Compensation Committee") of Antero Resources Corp. (the "Issuer") certified the Issuer's net debt to adjusted EBITDAX multiple over the third and final performance period, which ran from January 1, 2023 through December 31, 2023, at the maximum level, resulting in 33% of the performance share units ("PSUs") originally granted on April 15, 2021 that vest based on the Issuer's net debt to adjusted EBITDAX multiple becoming earned at 200% of the target amount granted. The service-based vesting requirements applicable to the PSUs originally granted on April 15, 2021 that vest based on the Issuer's net debt to adjusted EBITDAX multiple were satisfied as of December 31, 2023.
F2 Includes 579,524 shares of common stock of the Issuer ("Common Stock") subject to previously granted restricted stock unit awards ("RSUs") and 355,214 shares of Common Stock subject to previously granted PSUs, in each case, that remain subject to service-based vesting.
F3 In connection with the vesting and settlement of the PSUs originally granted on April 15, 2021 through the issuance of Common Stock pursuant to the Antero Resources Corporation 2020 Long-Term Incentive Plan, the Issuer withheld Common Stock that would have otherwise been issued to the Reporting Person to satisfy their tax withholding obligations. The number of shares of Common Stock withheld was determined based on the closing price per share of Common Stock on February 28, 2024.
F4 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.
F5 Includes 579,524 shares of Common Stock subject to previously granted RSUs and 400,092 shares of Common Stock subject to previously granted PSUs, in each case, that remain subject to service-based vesting.
F6 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.
F7 Includes 579,524 shares of Common Stock subject to previously granted RSUs and 447,710 shares of Common Stock subject to previously granted PSUs, in each case, that remain subject to service-based vesting.
F8 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.
F9 Includes 579,524 shares of Common Stock subject to previously granted RSUs and 511,912 shares of Common Stock subject to previously granted PSUs, in each case, that remain subject to service-based vesting.
F10 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.
F11 Includes 2,822,552 shares of Common Stock held by Salisbury Investment Holdings LLC ("Salisbury") and 2,461,712 shares of Common Stock held by Mockingbird Investments LLC ("Mockingbird"). The Reporting Person owns a 95% limited liability company interest in Salisbury and his spouse owns the remaining 5%. The Reporting Person owns a 13.1874% limited liability company interest in Mockingbird and two trusts under his control own the remaining 86.8126%. The Reporting Person disclaims beneficial ownership of all shares of Common Stock held by Salisbury and Mockingbird except to the extent of his pecuniary interest therein.

Remarks:

Chairman of the Board, Chief Executive Officer & President