Amended Statement of Ownership (sc 13g/a)
February 19 2021 - 2:30PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities
Exchange Act of 1934
(Amendment No. 4)*
Antero
Resources Corporation
|
(Name
of Issuer)
|
|
Common
Stock, Par Value $0.01 Per Share
|
(Title
of Class of Securities)
|
|
03674X106
|
(CUSIP
Number)
|
|
December
31, 2020
|
(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 the disclosures provided in a prior cover
page.
The information required
in 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 .
|
03674X106
|
|
Page
2 of 10 pages
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY)
|
SailingStone
Capital Partners LLC
|
2
|
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP
|
(a)
☐
(b)
☐
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
DE,
USA
|
NUMBER
OF
SHARES
|
5
|
SOLE
VOTING POWER
|
13,585,032
|
BENEFICIALLY
OWNED BY
|
6
|
SHARED
VOTING POWER
|
0
|
EACH
REPORTING
|
7
|
SOLE
DISPOSITIVE POWER
|
13,585,032
|
PERSON
WITH:
|
8
|
SHARED
DISPOSITIVE POWER
|
0
|
9
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
|
13,585,032
|
10
|
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
|
☐
|
11
|
PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW 9
|
5.06%
|
12
|
TYPE OF REPORTING PERSON
|
IA
|
|
|
|
|
|
CUSIP
No .
|
03674X106
|
|
Page
3 of 10 pages
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY)
|
SailingStone
Holdings LLC
|
2
|
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP
|
(a)
☐
(b)
☐
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
DE,
USA
|
NUMBER
OF
SHARES
|
5
|
SOLE
VOTING POWER
|
0
|
BENEFICIALLY
OWNED BY
|
6
|
SHARED
VOTING POWER
|
13,585,032
|
EACH
REPORTING
|
7
|
SOLE
DISPOSITIVE POWER
|
0
|
PERSON
WITH:
|
8
|
SHARED
DISPOSITIVE POWER
|
13,585,032
|
9
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
|
13,585,032
|
10
|
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
|
☐
|
11
|
PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW 9
|
5.06%
|
12
|
TYPE OF REPORTING PERSON
|
HC,
CO
|
|
|
|
|
|
CUSIP
No .
|
03674X106
|
|
Page
4 of 10 pages
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY)
|
MacKenzie
B. Davis
|
2
|
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP
|
(a)
☐
(b)
☐
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
UNITED
STATES
|
NUMBER
OF
SHARES
|
5
|
SOLE
VOTING POWER
|
0
|
BENEFICIALLY
OWNED BY
|
6
|
SHARED
VOTING POWER
|
13,585,032
|
EACH
REPORTING
|
7
|
SOLE
DISPOSITIVE POWER
|
0
|
PERSON
WITH:
|
8
|
SHARED
DISPOSITIVE POWER
|
13,585,032
|
9
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
|
13,585,032
|
10
|
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
|
☐
|
11
|
PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW 9
|
5.06%
|
12
|
TYPE OF REPORTING PERSON
|
HC,
IN
|
|
|
|
|
|
CUSIP
No .
|
03674X106
|
|
Page
5 of 10 pages
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY)
|
Kenneth
L. Settles Jr.
|
2
|
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP
|
(a)
☐
(b)
☐
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
UNITED
STATES
|
NUMBER
OF
SHARES
|
5
|
SOLE
VOTING POWER
|
0
|
BENEFICIALLY
OWNED BY
|
6
|
SHARED
VOTING POWER
|
13,585,032
|
EACH
REPORTING
|
7
|
SOLE
DISPOSITIVE POWER
|
0
|
PERSON
WITH:
|
8
|
SHARED
DISPOSITIVE POWER
|
13,585,032
|
9
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
|
13,585,032
|
10
|
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
|
☐
|
11
|
PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW 9
|
5.06%
|
12
|
TYPE OF REPORTING PERSON
|
HC,
IN
|
|
|
|
|
|
CUSIP
No .
|
03674X106
|
|
Page
6 of 10 pages
|
Item
1(a).
|
|
Name
of Issuer:
|
|
|
|
|
|
Antero
Resources Corporation (the "Issuer")
|
|
|
|
Item
1(b).
|
|
Address
of Issuer’s Principal Executive Offices:
|
|
|
|
|
|
1615
Wynkoop Street
|
|
|
Denver,
Colorado 80202
|
|
|
|
Item
2(a).
|
|
Name
of Person Filing:
|
|
|
|
|
|
|
|
|
|
Item
2(b).
|
|
Address
of Principal Business Office or, if None, Residence:
|
|
|
|
|
|
|
|
|
|
Item
2(c).
|
|
Citizenship:
|
|
|
|
|
|
SailingStone
Capital Partners LLC (“SailingStone”)
|
|
|
One
California Street, 30th Floor
|
|
|
San
Francisco, CA 94111
|
|
|
Delaware
|
|
|
|
|
|
SailingStone
Holdings LLC (“SailingStone Holdings”)
|
|
|
One
California Street, 30th Floor
|
|
|
San
Francisco, CA 94111
|
|
|
Delaware
|
|
|
|
|
|
MacKenzie
B. Davis (“Davis”)
|
|
|
One
California Street, 30th Floor
|
|
|
San
Francisco, CA 94111
|
|
|
Delaware
|
|
|
|
|
|
Kenneth
L. Settles Jr. (“Settles”)
|
|
|
One
California Street, 30th Floor
|
|
|
San
Francisco, CA 94111
|
|
|
Delaware
|
|
|
|
Item
2(d).
|
|
Title
of Class of Securities:
|
|
|
|
|
|
Common
Stock (the "Common Stock"), Par Value $0.01 Per Share
|
|
|
|
Item
2(e).
|
|
CUSIP
Number:
|
|
|
|
|
|
03674X106
|
CUSIP
No .
|
03674X106
|
|
Page
7 of 10 pages
|
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)(ii)(G);
|
|
|
|
|
|
(h)
|
☐
|
A
savings association 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 (15 U.S.C. 80a-3);
|
|
|
|
|
|
(j)
|
☐
|
Group,
in accordance with §240.13d-1(b)(1)(ii)(J).
|
Item
4.
|
Ownership.
|
|
|
|
Provide
the following information regarding the aggregate number and percentage of the class of securities of the issuer identified
in Item 1.
|
|
SailingStone
|
|
(a)
|
Amount
beneficially owned:
|
|
|
|
|
|
13,585,032
|
|
|
|
|
(b)
|
Percent
of class:
|
|
|
|
|
|
5.06%
|
|
|
|
|
(c)
|
Number
of shares as to which such person has:
|
|
|
|
|
|
(i)
|
Sole
power to vote or to direct the vote
|
|
|
|
|
|
|
|
13,585,032
|
|
|
|
|
|
|
(ii)
|
Shared
power to vote or to direct the vote
|
|
|
|
|
|
|
|
0
|
CUSIP
No .
|
03674X106
|
|
Page
8 of 10 pages
|
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of
|
|
|
|
|
|
|
|
13,585,032
|
|
|
|
|
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of
|
|
|
|
|
|
|
|
0
|
|
SailingStone
Holdings, Davis and Settles
|
|
|
|
|
(a)
|
Amount
beneficially owned:
|
|
|
|
|
|
13,585,032
|
|
|
|
|
(b)
|
Percent
of class:
|
|
|
|
|
|
5.06%
|
|
|
|
|
(c)
|
Number
of shares as to which such person has:
|
|
|
|
|
|
(i)
|
Sole
power to vote or to direct the vote
|
|
|
|
|
|
|
|
0
|
|
|
|
|
|
|
(ii)
|
Shared
power to vote or to direct the vote
|
|
|
|
|
|
|
|
13,585,032
|
|
|
|
|
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of
|
|
|
|
|
|
|
|
0
|
|
|
|
|
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of
|
|
|
|
|
|
|
|
13,585,032
|
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 reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the following ☐
|
|
|
Item
6.
|
Ownership
of More than Five Percent on Behalf of Another Person.
|
|
|
|
Not
Applicable
|
|
|
Item
7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control
Person.
|
|
|
|
Not
Applicable
|
|
|
CUSIP
No .
|
03674X106
|
|
Page
9 of 10 pages
|
Item
8.
|
Identification
and Classification of Members of the Group.
|
|
|
|
Not
Applicable
|
|
|
Item
9.
|
Notice
of Dissolution of Group.
|
|
|
|
Not
Applicable
|
|
|
Item
10.
|
Certification.
|
|
|
|
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are
held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing
or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as
a participant in any transaction having that purpose or effect.
|
SIGNATURE
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 17, 2021
|
|
|
|
|
|
|
|
|
SailingStone
Capital Partners LLC
|
|
|
|
|
|
|
By:
|
/s/
Jim Klescewski
|
|
|
Name:
|
Jim
Klescewski
|
|
|
Title:
|
Chief
Compliance Officer
|
|
|
|
|
|
|
SailingStone
Holdings LLC
|
|
|
|
|
|
|
By:
|
/s/
/ MacKenzie B. Davis
|
|
|
Name:
|
MacKenzie
B. Davis
|
|
|
Title:
|
Managing
Member
|
|
|
|
|
|
|
|
|
|
MacKenzie
B. Davis
|
|
|
|
|
|
By:
|
/s/
MacKenzie B. Davis
|
|
|
Name:
|
MacKenzie
B. Davis
|
|
|
|
|
|
|
Kenneth
L. Settles Jr.
|
|
|
|
|
|
By:
|
/s/
Kenneth L. Settles Jr.
|
|
|
Name:
|
Kenneth
L. Settles Jr.
|
|
|
|
|
|
|
|
|
|
|
CUSIP
No .
|
03674X106
|
|
Page
10 of 10 pages
|
Exhibit 1
WHEREAS,
in accordance with Rule 13d-1(k)(1) under the Securities and Exchange Act of 1934 (the "Act"), only one joint Statement
and any amendments thereto need to be filed whenever one or more persons are required to file such a Statement or any amendments
thereto pursuant to Section 13(d) of the Act with respect to the same securities, provided that said persons agree in writing
that such Statement or amendments thereto is filed on behalf of each of them;
NOW, THEREFORE,
the parties hereto agree as follows: SailingStone Capital Partners LLC, SailingStone Holdings LLC, MacKenzie B. Davis, and Kenneth
L. Settles Jr., do hereby agree, in accordance with Rule 13d-1(k)(1) under the Act, to file a Statement on Schedule 13G/A relating
to their ownership of the Common Stock of the Issuer, and do hereby further agree that said Statement on Schedule 13G/A shall
be filed on behalf of each of them.
Date:
February 17, 2021
|
SailingStone
Capital Partners LLC
|
|
|
|
|
|
|
By:
|
/s/
Jim Klescewski
|
|
|
Name:
|
Jim
Klescewski
|
|
|
Title:
|
Chief
Compliance Officer
|
|
|
|
|
|
|
SailingStone
Holdings LLC
|
|
|
|
|
|
|
By:
|
/s/
MacKenzie B. Davis
|
|
|
Name:
|
MacKenzie
B. Davis
|
|
|
Title:
|
Managing
Member
|
|
|
|
|
|
|
|
|
|
MacKenzie
B. Davis
|
|
|
|
|
|
By:
|
/s/
MacKenzie B. Davis
|
|
|
Name:
|
MacKenzie
B. Davis
|
|
|
|
|
|
|
Kenneth
L. Settles Jr.
|
|
|
|
|
|
By:
|
/s/
Kenneth L. Settles Jr.
|
|
|
Name:
|
Kenneth
L. Settles Jr.
|
|
|
|
|
|
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