July 7, 2016
Via EDGAR
Mara L. Ransom
Assistant Director
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-3561
Re: Antero Midsteam Partners LP
Registration Statement on Form S-3
Filed June 28, 2016
File No. 333-212283
Dear Ms. Ransom:
On behalf of Antero Midsteam Partners LP (the “Partnership”), and pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned hereby requests that the effective date of the above referenced Registration Statement on Form S-3 be accelerated to 4:00 p.m. (Washington, D.C. time) on July 8, 2016, or as soon thereafter as practicable. The Partnership hereby acknowledges that:
· should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;
· the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Partnership from its full responsibility for the accuracy and adequacy of the disclosure in the filing; and
· the Partnership may not assert staff comments and the declaration of effectiveness as defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Please call the undersigned at (303) 357-7310 or W. Matthew Strock of Vinson & Elkins L.L.P. at (713) 758-3452 with any questions regarding this matter.