8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): April 26, 2018

ANTERO MIDSTREAM GP LP

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-38075	61-1748605
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

1615 Wynkoop Street

Denver, Colorado 80202

(Address of Principal Executive Offices)

(Zip Code)

(303) 357-7310

(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. x

Item 1.01Entry Into a Material Definitive Agreement.

In connection with the appointment of Peter A. Dea as a member of the board of directors (the “Board”) of AMGP GP LLC (the “General Partner”), the general partner of Antero Midstream GP LP (the “Partnership” and together with the General Partner, the “Companies”), the Companies entered into an Indemnification Agreement with Mr. Dea pursuant to which the Companies will be required to indemnify Mr. Dea to the fullest extent permitted under Delaware law against liability that may arise by reason of his service to the Companies and to advance expenses incurred as a result of any proceeding against him to which he could be indemnified.

The foregoing description is qualified in its entirety by reference to the full text of the Indemnification Agreement, the form of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated in this Item 1.01 by reference.

Item 5.02.Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 26, 2018, the Board appointed Peter A. Dea to the Board to serve until his death, resignation or removal. Also effective April 26, 2018, Mr. Dea was appointed to serve on the Board’s Audit Committee. The Board determined that Mr. Dea meets the independence requirements under the rules of the New York Stock Exchange and the Partnership’s independence standards, and that there are no transactions between the Partnership and Mr. Dea that would require disclosure under Item 404(a) of Regulation S-K. There are no understandings or arrangements between Mr. Dea and any other person pursuant to which Mr. Dea was selected to serve as a director of the Board.

Mr. Dea will receive the standard non-employee director compensation for serving on the Board. The specific terms of such compensation are described further in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2017 that was filed with the Securities and Exchange Commission on February 13, 2018.

In connection with his appointment to the Board, the Companies entered into an Indemnification Agreement with Mr. Dea.  The information included in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02 of this Current Report on Form 8-K.

Item 7.01.Regulation FD Disclosure.

A copy of the Partnership’s press release announcing the appointment of Mr. Dea to the Board is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information in this Item 7.01 (including the exhibit) shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01.Financial Statements and Exhibits.

(d)   Exhibits.

Exhibit No.	Description
10.1	Form of Indemnification Agreement (incorporated by reference to Exhibit 10.1 to Antero Midstream GP LP’s Current Report on Form 8-K (Commission File No. 001-38075), filed on April 17, 2018).
99.1	Antero Midstream GP LP press release dated April 30, 2018.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ANTERO MIDSTREAM GP LP
By:	AMGP GP LLC,
	its general partner
By:	/s/ Glen C. Warren, Jr.
	Glen C. Warren, Jr.
	President and Secretary

Dated: April 30, 2018

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EX-99.1

Exhibit 99.1

Antero Midstream GP LP Announces Appointment of Peter Dea to the Board of Directors

Denver, Colorado, April 30, 2018—Antero Midstream GP LP (NYSE: AMGP) (“AMGP”) today announced that Peter A. Dea has been appointed to the board of directors (the “Board”) of AMGP GP LLC, its general partner, effective as of April 26, 2018. Mr. Dea is an independent director under the director independence standards set forth in the rules and regulations of the Securities and Exchange Commission and the applicable listing standards of the New York Stock Exchange.

Peter Dea is the Co-Founder and Executive Chairman of Confluence Resources LP, a Denver, Colorado-based oil and gas exploration and production company.  Additionally, Mr. Dea served as Co-Founder, President and CEO of Cirque Resources LP since its inception in May 2007 and served as President, CEO and a Director of Western Gas Resources, Inc., from 2001 through their merger with Anadarko Petroleum Corporation in 2006.  He joined Barrett Resources Corporation in 1993 and was CEO from 1999 and Chairman of the Board from 2000 until its sale in 2001 to Williams.  Prior to joining Barrett, Mr. Dea held various management and geologic positions for Exxon Company USA.

Paul Rady, Chairman and CEO of AMGP commented, “Peter’s deep expertise in the oil and gas industry will be a tremendous asset to AMGP and its shareholders. His 35 years of experience and leadership in the exploration and development of multiple shale plays across the U.S. will further support Antero’s integrated long-term strategy and focus. In addition, Peter’s appointment strengthens our commitment to corporate governance with the appointment of an additional independent director to the AMGP Board.”

“I’m excited to join the Board of Antero Midstream GP. The operational and strategic momentum underway at Antero Midstream, combined with the world class assets held by Antero Resources, puts AMGP in a unique position to deliver sustainable value to its shareholders”, said Mr. Dea. “I look forward to working with the Board and to represent shareholders to execute on the company’s long-term vision.”

Mr. Dea earned his Bachelor of Arts and Masters of Science degrees in geology from Western State Colorado University and the University of Montana, respectively.  In addition, he attended the Harvard Business School Advanced Management Program. Mr. Dea currently serves on the boards of Encana Corporation, Liberty Oilfield Services, Denver Museum of Nature and Science, The Nature Conservancy-Colorado and ACE Scholarships. He previously served on the Boards of EchoStar Communications, Western State Colorado University, America Geological Institute Foundation, Western Energy Alliance and the Colorado Oil & Gas Association, among others.

Peter’s appointment to the Board brings its size to eight total directors. Mr. Dea will be a member of the Board’s audit committee.

Antero Midstream GP LP is a Delaware limited partnership that owns the general partner of Antero Midstream and incentive distribution rights in Antero Midstream.

For more information, contact Michael Kennedy — CFO of Antero Midstream GP LP at (303) 357-6782 or mkennedy@anteroresources.com.