UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-A

 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR 12(g) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Antero Resources Midstream Management LLC

to be converted into a limited partnership named

Antero Midstream GP LP

(Exact Name of Registrant as Specified in its Charter)

 

Delaware

 

61-1748605

(State of incorporation or organization)

 

(I.R.S. Employer Identification No.)

 

 

1615 Wynkoop Street
Denver, Colorado 80202

 

(Address of principal executive offices and zip code)

 

 

Securities to be registered pursuant to Section 12(b) of the Act:

 

Title of each class
to be so registered

 

Name of each exchange on which
each class is to be registered

Common shares representing limited partner interests

 

New York Stock Exchange

 

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box x

 

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box o

 

Securities Act registration statement file number to which this form relates: 333-216975

 

Securities to be registered pursuant to Section 12(g) of the Act: None

 

 

 


 

Item 1.         Description of Registrant’s Securities to be Registered.

 

A description of the common shares representing limited partner interests in Antero Midstream GP LP (the “Registrant”) is set forth under the captions  “Summary—The Offering,” “Our Cash Distribution Policy and Restrictions on Distributions,”  “Description of Our Partnership Agreement,” “Description of Our Common Shares,” “Material U.S. Federal Income Tax Consequences to Non-U.S. Holders” and “Shares Eligible for Future Sale” in the prospectus included in the Registrant’s Registration Statement on Form S-l (Registration No. 333-216975), initially filed with the Securities and Exchange Commission on March 28, 2017 under the Securities Act of 1933, as amended, and will be set forth in any prospectus filed in accordance with Rule 424(b) thereunder, which description is incorporated herein by reference.

 

Item 2.         Exhibits.

 

Pursuant to the Instructions as to Exhibits with respect to Form 8-A, no exhibits are required to be filed because no other securities of the Registrant are registered on the New York Stock Exchange and the securities registered hereby are not being registered pursuant to Section 12(g) of the Securities Exchange Act of 1934.

 

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SIGNATURE

 

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

 

 

Antero Resources Midstream Management LLC

 

 

 

 

Date:  April 27, 2017

By:

/s/ Glen C. Warren, Jr.

 

 

Glen C. Warren, Jr.

 

 

President and Secretary

 

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