UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

SCHEDULE 13G
(Amendment No. 5)

(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
 
Antero Resources Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
03674X 106
(CUSIP Number)
December 31, 2018
(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
13G
Page 2 of 15 pages
 
 
1
Name of Reporting Persons
Warburg Pincus Private Equity X O&G, L.P.
 
 
2
Check the Appropriate Box if a Member of a Group
 
 
(a)
☐
 
 
(b)
☒
 
 
3
SEC Use Only
 
 
4
Citizenship or Place of Organization
Delaware

 
 
 
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
 
 5
Sole Voting Power
0
 
6
Shared Voting Power
32,566,126(1)
 
7
Sole Dispositive Power
0
 
8
Shared Dispositive Power
32,566,126(1)
 
 
9
Aggregate Amount Beneficially Owned by Each Reporting Person
32,566,126(1)
 
 
10
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares   ☐
 
 
11
Percent of Class Represented by Amount in Row 9
10.3% (2)
 
 
12
Type of Reporting Person
PN
(1)
The reporting person expressly disclaims beneficial ownership with respect to any shares of Common Stock (as defined in Item 2(d) of this Schedule 13G) in excess of its economic interest in the Common Stock.
(2)
Calculations are based upon 317,114,931 shares of Common Stock of the Issuer outstanding as of October 26, 2018, as set forth in the Form 10-Q of the Issuer filed with the U.S. Securities and Exchange Commission on October 31, 2018.
CUSIP No. 03674X 106
13G
Page 3 of 15 pages
 
 
1
Name of Reporting Persons
Warburg Pincus X, L.P.
 
 
2
Check the Appropriate Box if a Member of a Group
 
 
(a)
☐
 
 
(b)
☒
 
 
3
SEC Use Only
 
 
4
Citizenship or Place of Organization
Delaware


 
 
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
 
5
Sole Voting Power
0
 
6
Shared Voting Power
33,609,061 (1)
 
7
Sole Dispositive Power
0
 
8
Shared Dispositive Power
33,609,061 (1)
 
 
9
Aggregate Amount Beneficially Owned by Each Reporting Person
33,609,061 (1)
 
 
10
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares   ☐
 
 
11
Percent of Class Represented by Amount in Row 9
10.6% (2)
 
 
12
Type of Reporting Person
PN
(1)
The reporting person expressly disclaims beneficial ownership with respect to any shares of Common Stock in excess of its economic interest in the Common Stock.
(2)
Calculations are based upon 317,114,931 shares of Common Stock of the Issuer outstanding as of October 26, 2018, as set forth in the Form 10-Q of the Issuer filed with the U.S. Securities and Exchange Commission on October 31, 2018.
 
CUSIP No. 03674X 106
13G
Page 4 of 15 pages
 
 
1
Name of Reporting Persons
Warburg Pincus X GP L.P.
 
 
2
Check the Appropriate Box if a Member of a Group
 
 
(a)
☐
 
 
(b)
☒
 
 
3
SEC Use Only
 
 
4
Citizenship or Place of Organization
Delaware
 

 
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
 
5
Sole Voting Power
0
 
6
Shared Voting Power
33,609,061 (1)
 
7
Sole Dispositive Power
0
 
8
Shared Dispositive Power
33,609,061 (1)
 
 
9
Aggregate Amount Beneficially Owned by Each Reporting Person
33,609,061 (1)
 
 
10
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares   ☐
 
 
11
Percent of Class Represented by Amount in Row 9
10.6% (2)
 
 
12
Type of Reporting Person
PN
(1)
The reporting person expressly disclaims beneficial ownership with respect to any shares of Common Stock in excess of its economic interest in the Common Stock.
(2)
Calculations are based upon 317,114,931 shares of Common Stock of the Issuer outstanding as of October 26, 2018, as set forth in the Form 10-Q of the Issuer filed with the U.S. Securities and Exchange Commission on October 31, 2018.

 CUSIP No. 03674X 106
13G
Page 5 of 15 pages
 
 
1
Name of Reporting Persons
WPP GP LLC
 
 
2
Check the Appropriate Box if a Member of a Group
 
 
(a)
☐
 
 
(b)
☒
 
 
3
SEC Use Only
 
 
4
Citizenship or Place of Organization
Delaware

 
 
 
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
 
5
Sole Voting Power
0
 
6
Shared Voting Power
33,609,061 (1)
 
7
Sole Dispositive Power
0
 
8
Shared Dispositive Power
33,609,061 (1)
 
 
9
Aggregate Amount Beneficially Owned by Each Reporting Person
33,609,061 (1)
 
 
10
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares   ☐
 
 
11
Percent of Class Represented by Amount in Row 9
10.6% (2)
 
 
12
Type of Reporting Person
OO
(1)
The reporting person expressly disclaims beneficial ownership with respect to any shares of Common Stock in excess of its economic interest in the Common Stock.
(2)
Calculations are based upon 317,114,931 shares of Common Stock of the Issuer outstanding as of October 26, 2018, as set forth in the Form 10-Q of the Issuer filed with the U.S. Securities and Exchange Commission on October 31, 2018.

 CUSIP No. 03674X 106
13G
 Page 6 of 15 pages
 
 
1
Name of Reporting Persons
Warburg Pincus Partners, L.P.
 
 
2
Check the Appropriate Box if a Member of a Group
 
 
(a)
☐
 
 
(b)
☒
 
 
3
SEC Use Only
 
 
4
Citizenship or Place of Organization
Delaware


 
 
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
 
5
Sole Voting Power
0
 
6
Shared Voting Power
33,609,061 (1)
 
7
Sole Dispositive Power
0
 
8
Shared Dispositive Power
33,609,061 (1)
 
 
9
Aggregate Amount Beneficially Owned by Each Reporting Person
33,609,061 (1)
 
 
10
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares   ☐
 
 
11
Percent of Class Represented by Amount in Row 9
10.6% (2)
 
 
12
Type of Reporting Person
PN
(1)
The reporting person expressly disclaims beneficial ownership with respect to any shares of Common Stock in excess of its economic interest in the Common Stock.
(2)
Calculations are based upon 317,114,931 shares of Common Stock of the Issuer outstanding as of October 26, 2018, as set forth in the Form 10-Q of the Issuer filed with the U.S. Securities and Exchange Commission on October 31, 2018.

CUSIP No. 03674X 106
13G
 Page 7 of 15 pages
 
 
1
Name of Reporting Persons
Warburg Pincus Partners GP LLC
 
 
2
Check the Appropriate Box if a Member of a Group
 
 
(a)
☐
 
 
(b)
☒
 
 
3
SEC Use Only
 
 
4
Citizenship or Place of Organization
Delaware


 
 
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
 
5
Sole Voting Power
0
 
6
Shared Voting Power
33,609,061 (1)
 
7
Sole Dispositive Power
0
 
8
Shared Dispositive Power
33,609,061 (1)
 
 
9
Aggregate Amount Beneficially Owned by Each Reporting Person
33,609,061 (1)
 
 
10
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares   ☐
 
 
11
Percent of Class Represented by Amount in Row 9
10.6% (2)
 
 
12
Type of Reporting Person
OO
(1)
The reporting person expressly disclaims beneficial ownership with respect to any shares of Common Stock in excess of its economic interest in the Common Stock.
(2)
Calculations are based upon 317,114,931 shares of Common Stock of the Issuer outstanding as of October 26, 2018, as set forth in the Form 10-Q of the Issuer filed with the U.S. Securities and Exchange Commission on October 31, 2018.
CUSIP No. 03674X 106
13G
 Page 8 of 15 pages
 
 
1
Name of Reporting Persons
Warburg Pincus & Co.
 
 
2
Check the Appropriate Box if a Member of a Group
 
 
(a)
☐
 
 
(b)
☒
 
 
3
SEC Use Only
 
 
4
Citizenship or Place of Organization
New York


 
 
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
 
5
Sole Voting Power
0
 
6
Shared Voting Power
33,609,061 (1)
 
7
Sole Dispositive Power
0
 
8
Shared Dispositive Power
33,609,061 (1)
 
 
9
Aggregate Amount Beneficially Owned by Each Reporting Person
33,609,061 (1)
 
 
10
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares   ☐
 
 
11
Percent of Class Represented by Amount in Row 9
10.6% (2)
 
 
12
Type of Reporting Person
PN
(1)
The reporting person expressly disclaims beneficial ownership with respect to any shares of Common Stock in excess of its economic interest in the Common Stock.
(2)
Calculations are based upon 317,114,931 shares of Common Stock of the Issuer outstanding as of October 26, 2018, as set forth in the Form 10-Q of the Issuer filed with the U.S. Securities and Exchange Commission on October 31, 2018.

CUSIP No. 03674X 106
13G
 Page 9 of 15 pages
 
 
1
Name of Reporting Persons
Warburg Pincus LLC
 
 
2
Check the Appropriate Box if a Member of a Group
 
 
(a)
☐
 
 
(b)
☒
 
 
3
SEC Use Only
 
 
4
Citizenship or Place of Organization
New York
 
 
 
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
5
Sole Voting Power
0
 
6
Shared Voting Power
33,609,061 (1)
 
7
Sole Dispositive Power
0
 
8
Shared Dispositive Power
33,609,061 (1)
 
 
9
Aggregate Amount Beneficially Owned by Each Reporting Person
33,609,061 (1)
 
 
10
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares   ☐
 
 
11
Percent of Class Represented by Amount in Row 9
10.6%(2)
 
 
12
Type of Reporting Person
OO
(1)
The reporting person expressly disclaims beneficial ownership with respect to any shares of Common Stock in excess of its economic interest in the Common Stock.
(2)
Calculations are based upon 317,114,931 shares of Common Stock of the Issuer outstanding as of October 26, 2018, as set forth in the Form 10-Q of the Issuer filed with the U.S. Securities and Exchange Commission on October 31, 2018.
CUSIP No. 03674X 106
13G
 Page 10 of 15 pages
 
 
1
Name of Reporting Persons
Charles R. Kaye
 
 
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
Beneficially
Owned by
Each
Reporting
Person With
5
Sole Voting Power
89,915
 
6
Shared Voting Power
33,609,061 (1)
 
7
Sole Dispositive Power
89,915
 
8
Shared Dispositive Power
33,609,061 (1)
 
 
9
Aggregate Amount Beneficially Owned by Each Reporting Person
33,698,976 (1)
 
 
10
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares   ☐
 
 
11
Percent of Class Represented by Amount in Row 9
10.6% (2)
 
 
12
Type of Reporting Person
IN
(1)
The reporting person expressly disclaims beneficial ownership with respect to any shares of Common Stock other than the common stock of the Issuer owned of record by such reporting person.
(2)
Calculations are based upon 317,114,931 shares of Common Stock of the Issuer outstanding as of October 26, 2018, as set forth in the Form 10-Q of the Issuer filed with the U.S. Securities and Exchange Commission on October 31, 2018.

 CUSIP No. 03674X 106
13G
 Page 11 of 15 pages
 
 
1
Name of Reporting Persons
Joseph P. Landy
 
 
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
Beneficially
Owned by
Each
Reporting
Person With
5
Sole Voting Power
565,799
 
6
Shared Voting Power
33,609,061 (1)
 
7
Sole Dispositive Power
565,799
 
8
Shared Dispositive Power
33,609,061 (1)
 
 
9
Aggregate Amount Beneficially Owned by Each Reporting Person
34,174,860 (1)
 
 
10
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares   ☐
 
 
11
Percent of Class Represented by Amount in Row 9
10.8% (2)
 
 
12
Type of Reporting Person
IN
(1)
The reporting person expressly disclaims beneficial ownership with respect to any shares of Common Stock other than the common stock of the Issuer owned of record by such reporting person.
(2)
Calculations are based upon 317,114,931 shares of Common Stock of the Issuer outstanding as of October 26, 2018, as set forth in the Form 10-Q of the Issuer filed with the U.S. Securities and Exchange Commission on October 31, 2018.

SCHEDULE 13G
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 Schedule 13G is filed on behalf of Warburg Pincus Private Equity X O&G, L.P., a Delaware limited partnership (“WP X O&G”).  Warburg Pincus X, L.P., a Delaware limited partnership (“WP X GP”), is the general partner of WP X O&G and Warburg Pincus X Partners, L.P., a Delaware limited partnership (“WP X Partners”).  Warburg Pincus X GP L.P., a Delaware limited partnership (“WP X GP LP”), is the general partner of WP X GP.  WPP GP LLC, a Delaware limited liability company (“WPP GP”), is the general partner of WP X GP LP.  Warburg Pincus Partners, L.P., a Delaware limited partnership (“WP Partners”), is the managing member of WPP GP.  Warburg Pincus Partners GP LLC, a Delaware limited liability company (“WP Partners GP”), is the general partner of WP Partners.  Warburg Pincus & Co., a New York general partnership (“WP”), is the managing member of WP Partners GP.  Warburg Pincus LLC, a New York limited liability company (“WP LLC”), is the manager of WP X O&G and WP X Partners.  Charles R. Kaye and Joseph P. Landy are each Managing General Partners of WP and Managing Members and Co-Chief Executive Officers of WP LLC and may be deemed to control the Warburg Pincus Reporting Persons (as defined below).  Messrs. Kaye and Landy disclaim beneficial ownership of all shares held by the Warburg Pincus Reporting Persons.
Each of Messrs. Kaye and Landy, together with WP X O&G, WP X GP, WP X GP LP, WPP GP, WP Partners, WP Partners GP, WP and WP LLC are collectively referred to herein as the “Warburg Pincus Reporting Persons”.
Item 2(b)
Address of Principal Business Office.
The principal business address of each of the Warburg Pincus Reporting Persons is 450 Lexington Avenue, New York, New York 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:
 
 
☒
Not Applicable

(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 Items 4(a)-(c) 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.
Each Warburg Pincus Reporting Person other than Messrs. Kaye and Landy expressly disclaims beneficial ownership with respect to any shares of Common Stock in excess of its economic interest in the Common Stock.  Each of Messrs. Kaye and Landy expressly disclaims beneficial ownership with respect to any Common Stock, other than any Common Stock owned of record by Mr. Kaye or Mr. Landy, respectively.
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 certain of the Warburg Pincus Reporting Persons have ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ☐.
Item 6
Ownership of More than Five Percent on Behalf of Another Person.
Other than as set forth herein, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, in excess of 5% of the total outstanding Common Stock.
Item 7
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
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 Exchange Act. The joint filing agreement among the Warburg Pincus Reporting Persons to file this Amendment No. 5 to Schedule 13G 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. Each Warburg Pincus Reporting Person other than Messrs. Kaye and Landy expressly disclaims beneficial ownership with respect to any shares of Common Stock in excess of its economic interest in the Common Stock.  Each of Messrs. Kaye and Landy expressly disclaims beneficial ownership with respect to any Common Stock, other than any Common Stock owned of record by Mr. Kaye or Mr. Landy, respectively.
Item 9
Notice of Dissolution of Group.
Inapplicable.
Item 10
Certification.
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 12, 2019
 
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

 
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.
            
Schedule 13G Signature Page