Michael N. Kennedy - Feb 28, 2024 Form 4 Insider Report for ANTERO RESOURCES Corp (AR)

Signature
/s/ Yvette K. Schultz, as attorney-in-fact for Michael N. Kennedy
Stock symbol
AR
Transactions as of
Feb 28, 2024
Transactions value $
-$442,444
Form type
4
Date filed
3/1/2024, 05:14 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 +17.5K +1.81% $0.00 985K Feb 28, 2024 Direct F1, F2
transaction AR Common stock, par value $0.01 per share Tax liability -$442K -17.4K -1.76% $25.46 968K Feb 28, 2024 Direct F2, F3
transaction AR Common stock, par value $0.01 per share Award $0 +15.4K +1.59% $0.00 983K Feb 28, 2024 Direct F4, F5
transaction AR Common stock, par value $0.01 per share Award $0 +16.3K +1.66% $0.00 999K Feb 28, 2024 Direct F6, F7
transaction AR Common stock, par value $0.01 per share Award $0 +27.6K +2.76% $0.00 1.03M Feb 28, 2024 Direct F8, F9, F10
* 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 172,369 shares of common stock of the Issuer ("Common Stock") subject to previously granted restricted stock unit awards ("RSUs") and 28,484 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 172,369 shares of Common Stock subject to previously granted RSUs and 43,838 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 172,369 shares of Common Stock subject to previously granted RSUs and 60,128 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 172,369 shares of Common Stock subject to previously granted RSUs and 87,734 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.

Remarks:

Chief Financial Officer and Senior Vice President - Finance