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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Performance Share Units | (6) | 04/18/2022 | M | 155,368 | (5) | (5) | Common Stock, par value $0.01 | 155,368 (5) | (5) | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
RADY PAUL M 1615 WYNKOOP STREET DENVER, CO 80202 |
X | Chief Executive Officer |
/s/ Yvette K. Schultz, as attorney-in-fact for Paul M. Rady | 04/19/2022 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | In connection with the vesting and settlement of restricted stock units through the issuance of common stock ("Common Stock") of Antero Midstream Corporation (the "Issuer") pursuant to the Antero Midstream Corporation Long Term Incentive Plan (the "Plan"), the Issuer withheld Common Stock that would otherwise have been issued to the Reporting Person to satisfy their tax withholding obligations. The number of shares of Common Stock withheld was determined based on the closing price per share of Common Stock on April 14, 2022. |
(2) | Includes 591,907 shares of Common Stock subject to previously granted restricted stock unit awards that remain subject to vesting. |
(3) | Reflects the grant of restricted stock units pursuant to the Plan which vest as to 1/3 of the total amount granted on each of the first three anniversaries of April 15, 2022, subject to continued employment through each vesting date. |
(4) | Includes 1,223,555 shares of Common Stock subject to previously granted restricted stock unit awards that remain subject to vesting. |
(5) | Each performance share unit ("PSU") represented a contingent right to receive one share of Common Stock. On April 18, 2022, the Compensation Committee of the Issuer certified performance with respect to these PSUs originally granted on April 15, 2019, which vested based on the Issuer's return on invested capital over a three year period. |
(6) | In connection with the vesting and settlement of PSUs through the issuance of Common Stock pursuant to the Plan, the Issuer withheld Common Stock that would otherwise have been issued to the Reporting Person to satisfy their tax withholding obligations. The number of shares of Common Stock withheld was determined based on the closing price per share of Common Stock on April 18, 2022. |
(7) | Represents shares of Common Stock held by Mockingbird Investment, LLC ("Mockingbird"). The Reporting Person owns a 3.68% limited liability company interest in Mockingbird, and a trust under his control owns the remaining 96.32%. The Reporting Person disclaims beneficial ownership of all shares of Common Stock held by Mockingbird except to the extent of his pecuniary interest therein. |