| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Antero Midstream Corp [ AM ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/12/2019 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Shares representing limited partner interests | 03/12/2019 | D(1) | 87,578 | D | (1) | 0 | D | |||
| Common Stock | 03/12/2019 | A(1) | 87,578 | A | (1) | 87,578 | D | |||
| Common Stock | 03/12/2019 | A(2) | 29,645 | A | (2) | 117,223 | D | |||
| Common Stock | 03/12/2019 | A(3) | 176,004 | A | (3) | 293,227 | D | |||
| Common Stock | 03/12/2019 | A(4) | 34,263 | A | (4) | 327,490 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Explanation of Responses: |
| 1. On March 12, 2019, in connection with the conversion of Antero Midstream GP LP ("AMGP") from a limited partnership to a corporation named Antero Midstream Corporation ("New AM") under the laws of the State of Delaware, each common unit representing limited partnership interests of AMGP was converted into one share of common stock of New AM ("New AM Common Stock"). |
| 2. Received in exchange for 18,132 common units representing limited partnership interests ("AM Common Units") of Antero Midstream Partners LP ("AM") pursuant to the Simplification Agreement (the "Simplification Agreement"), dated as of October 9, 2018, by and among the Issuer, AM and certain of their affiliates. Pursuant to the Simplification Agreement, holders of AM Common Units (other than Antero Resources Corporation) received, in exchange for each AM Common Unit held, (i) $3.415 in cash without interest and 1.6350 shares of New AM Common Stock, (ii) 1.8926 shares of New AM Common Stock, or (iii) $10.1364 in cash and 1.1279 shares of New AM Common Stock. |
| 3. Pursuant to the Simplification Agreement, each outstanding Series B Unit representing limited liability company interests ("Series B Units") in Antero IDR Holdings LLC was exchanged for 176.0041 shares of New AM Common Stock (the "Series B Exchange Shares"). The Series B Exchange Shares will be subject to the same vesting conditions to which the Series B Units were subject, with two-thirds fully vested and one-third, 58,609 shares of New AM Common Stock, scheduled to vest at December 31, 2019. |
| 4. Pursuant to the Simplification Agreement, each phantom unit issued by Antero Midstream Partners LP ("Phantom Unit") was converted into the right to receive 1.8926 restricted stock units (the "RSUs"), each settleable in one share of New AM Common Stock. The RSUs will be subject to the following vesting schedule: (i) 4,455 RSUs will vest as to one half on each of April 15, 2019 and April 15, 2020; (ii) 10,943 RSUs will vest as to one third on each of April 15, 2019, April 15, 2020 and April 15, 2021; and (iii) 18,865 RSUs will vest as to one fourth on each of April 15, 2019, April 15, 2020, April 15, 2021 and April 15, 2022. |
| Remarks: |
| Mr. Yoo is the Vice President - Accounting, Chief Accounting Officer and Corporate Controller of the Issuer. |
| /s/ Alvyn A. Schopp, as attorney-in-fact for K. Phil Yoo | 03/14/2019 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||