SC 13G/A

Name of Reporting Person

Warburg Pincus Private Equity X O&G, L.P.

Check the Appropriate Box if a Member of a Group

(a) ☐ (b) ☒

SEC Use Only

Citizenship or Place of Organization

Delaware

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 6)

Antero Resources Corporation

(Name of Issuer)

Common Stock

(Title of Class of Securities)

03674X 106

(CUSIP Number)

December 31, 2019

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 03674X 106

CUSIP No. 03674X 106

CUSIP No. 03674X 106

CUSIP No. 03674X 106

CUSIP No. 03674X 106

CUSIP No. 03674X 106

CUSIP No. 03674X 106

CUSIP No. 03674X 106

CUSIP No. 03674X 106

CUSIP No. 03674X 106

(1)	Calculation is based upon 304,270,444 shares of common stock, par value $0.01 per share, of Antero Resources Corporation outstanding as of October 25, 2019, as set forth in the Form 10-Q of Antero Resources Corporation filed with the U.S. Securities and Exchange Commission on October 29, 2019.

Item 1(a).

Name of Issuer.

The name of the issuer is Antero Resources Corporation, a Delaware corporation (the “Issuer”).

Item 1(b).

Address of Issuer’s Principal Executive Offices.

The principal executive offices of the Issuer are located at 1615 Wynkoop Street, Denver, Colorado 80202.

Item 2(a).

Name of Person Filing.

This Amendment No. 6 to Schedule 13G is filed on behalf of the following (collectively, the “Warburg Pincus Reporting Persons”): (i) Warburg Pincus Private Equity X O&G, L.P., a Delaware limited partnership (“WP X O&G”), (ii) Warburg Pincus X, L.P., a Delaware limited partnership (“WP X GP”) and the general partner of WP X O&G and Warburg Pincus X Partners, L.P., a Delaware limited partnership (“WP X Partners”), (iii) Warburg Pincus X GP L.P., a Delaware limited partnership (“WP X GP LP”) and the general partner of WP X GP, (iv) WPP GP LLC, a Delaware limited liability company (“WPP GP”) and the general partner of WP X GP LP, (v) Warburg Pincus Partners, L.P., a Delaware limited partnership (“WP Partners”) and the managing member of WPP GP, (vi) Warburg Pincus Partners GP LLC, a Delaware limited liability company (“WP Partners GP”) and the general partner of WP Partners, (vii) Warburg Pincus & Co., a New York general partnership (“WP”) and the managing member of WP Partners GP, (viii) Warburg Pincus LLC, a New York limited liability company (“WP LLC”) and the manager of WP X O&G and WP X Partners, and (ix) Charles R. Kaye and Joseph P. Landy, who are each Managing General Partners of WP and Managing Members and Co-Chief Executive Officers of WP LLC.

In Amendment No. 5 to Schedule 13G filed by the Warburg Pincus Reporting Persons on February 12, 2019, the Warburg Pincus Reporting Persons disclosed that Messrs. Kaye and Landy, as Managing General Partners of WP and Managing Members and Co-Chief Executive Officers of WP LLC, may be deemed to control the entities listed in clauses (i) through (viii) above (the “Warburg Pincus Reporting Entities”) and that Messrs. Kaye and Landy disclaim beneficial ownership of all shares held by the Warburg Pincus Reporting Entities. As of January 31, 2020, investment and voting decisions with respect to any securities held by the Warburg Pincus Reporting Entities are made by a committee of three or more individuals (each of whom disclaim beneficial ownership of such securities); as such, Messrs. Kaye and Landy are no longer deemed to beneficially own any securities held by the Warburg Pincus Reporting Entities.

Item 2(b).

Address of Principal Business Office.

c/o Warburg Pincus LLC

450 Lexington Avenue

New York, NY 10017

Item 2(c).

Citizenship.

See Item 2(a).

Item 2(d).

Title of Class of Securities.

Common stock, par value $0.01 per share (the “Common Stock”).

Item 2(e).

CUSIP Number.

03674X 106

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:


(a)	☐	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

(b)	☐	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)	☐	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)	☐	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);

(e)	☐	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)	☐	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)	☐	A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

(h)	☐	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)	☐	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)	☐	A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);

(k)	☐	Group, in accordance with §240.13d-1(b)(1)(ii)(K).

Item 4.

Ownership.

The information required by Item 4 is set forth in Rows 5-11 of the cover pages hereto for each Warburg Pincus Reporting Person and is incorporated herein by reference for each such Warburg Pincus Reporting Person.

Item 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof, the Warburg Pincus Reporting Persons have ceased to be the beneficial owner of more than 5 percent of the Common Stock, check the following ☒.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Inapplicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Inapplicable.

Item 8.

Identification and Classification of Members of the Group.

The Warburg Pincus Reporting Persons are making this single, joint filing because they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Act. The joint filing agreement among the Warburg Pincus Reporting Persons to file jointly is attached to Amendment No. 2 to Schedule 13G previously filed with the U.S. Securities and Exchange Commission by the Warburg Pincus Reporting Person with respect to the Issuer on February 12, 2016.

Item 9.

Notice of Dissolution of Group.

Inapplicable.

Item 10.

Certifications.

Inapplicable.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


Date: February 11, 2020	WARBURG PINCUS PRIVATE EQUITY X O&G, L.P.

	By:	Warburg Pincus X, L.P., its general partner
	By:	Warburg Pincus X GP L.P., its general partner
	By:	WPP GP LLC, its general partner
	By:	Warburg Pincus Partners, L.P., its managing member
	By:	Warburg Pincus Partners GP LLC, its general partner
	By:	Warburg Pincus & Co., its managing member

	By:	/s/ Robert B. Knauss
		Name: Robert B. Knauss
		Title: Partner

	WARBURG PINCUS X, L.P.

	By:	Warburg Pincus X GP L.P., its general partner
	By:	WPP GP LLC, its general partner
	By:	Warburg Pincus Partners, L.P., its managing member
	By:	Warburg Pincus Partners GP LLC, its general partner
	By:	Warburg Pincus & Co., its managing member

	By:	/s/ Robert B. Knauss
		Name: Robert B. Knauss
		Title: Partner

	WARBURG PINCUS X GP L.P.

	By:	WPP GP LLC, its general partner
	By:	Warburg Pincus Partners, L.P., its managing member
	By:	Warburg Pincus Partners GP LLC, its general partner
	By:	Warburg Pincus & Co., its managing member

	By:	/s/ Robert B. Knauss
		Name: Robert B. Knauss
		Title: Partner

	WPP GP LLC

	By:	Warburg Pincus Partners, L.P., its managing member
	By:	Warburg Pincus Partners GP LLC, its general partner
	By:	Warburg Pincus & Co., its managing member

	By:	/s/ Robert B. Knauss
		Name: Robert B. Knauss
		Title: Partner

[Signature Page to Schedule 13G]


WARBURG PINCUS PARTNERS, L.P.

By:		Warburg Pincus Partners GP LLC, its general partner
By:		Warburg Pincus & Co., its managing member

By:		/s/ Robert B. Knauss
		Name: Robert B. Knauss
		Title: Partner

WARBURG PINCUS PARTNERS GP LLC

By:		Warburg Pincus & Co., its managing member

By:		/s/ Robert B. Knauss
		Name: Robert B. Knauss
		Title: Partner

WARBURG PINCUS & CO.

By:		/s/ Robert B. Knauss
		Name: Robert B. Knauss
		Title: Partner

WARBURG PINCUS LLC

By:		/s/ Robert B. Knauss
		Name: Robert B. Knauss
		Title: Managing Director

CHARLES R. KAYE

By:		/s/ Robert B. Knauss
		Robert B. Knauss, Attorney-in-Fact*

JOSEPH P. LANDY

By:		/s/ Robert B. Knauss
		Robert B. Knauss, Attorney-in-Fact*

The Power of Attorney given by each of Mr. Kaye and Mr. Landy was previously filed with the U.S. Securities & Exchange Commission on July 12, 2016 as an exhibit to a beneficial ownership report on Schedule 13D filed by Warburg Pincus LLC with respect to WEX, Inc. and is hereby incorporated by reference.

[Signature Page to Schedule 13G]