SEC Info - Keenan W Howard Jr. - ‘4’ for 3/12/19 re: Antero Midstream Partners LP

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Keenan W Howard JR

(Last)

(First)

(Middle)

C/O YORKTOWN PARTNERS LLC

410 PARK AVENUE, 19TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Antero Midstream Partners LP [ AM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
3/12/19

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Units representing limited partner interests	3/12/19		D ⁽¹⁾ ⁽²⁾		15,666	D	⁽¹⁾ ⁽²⁾	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

(1) On March 12, 2019, Antero Midstream GP LP ("AMGP") converted from a limited partnership to a corporation named Antero Midstream Corporation ("New AM") under the laws of the State of Delaware (the "Conversion"). Simultaneously with the Conversion, Antero Midstream Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary of Antero Midstream Newco Inc., a Delaware corporation and wholly owned subsidiary of the New AM, was merged with and into Antero Midstream Partners LP, a Delaware limited partnership ("Antero Midstream"), with Antero Midstream surviving such merger as an indirect wholly owned subsidiary of New AM (the "Merger"), as a result of which all outstanding common units of Antero Midstream were converted into an aggregate of approximately $598.7 million in cash and approximately 303.1 million shares of common stock, par value $0.01 per share (the "Merger Shares").

(2) (Continued from Footnote 1) In connection, with the Merger, the reporting person made an election to convert his outstanding common units of Antero Midstream into Merger Shares and cash for consideration of $3.415 in cash and 1.6350 in Merger Shares per outstanding common unit of Antero Midstream.

Remarks:

	/s/ W. Howard Keenan, Jr.	3/14/19
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

____________ Transaction Code:
D	Disposition to the Issuer of Issuer equity securities pursuant to Rule 16b-3(e).

Keenan W Howard Jr. – ‘4’ for 3/12/19 re: Antero Midstream Partners LP

On: Thursday, 3/14/19, at 9:59pm ET · For: 3/12/19 · Accession #: 899243-19-7858 · File #: 1-36719

Previous ‘4’: ‘4’ on 3/14/19 for 3/12/19 · Next: ‘4’ on 3/27/19 for 3/25/19 · Latest: ‘4’ on 4/11/24 for 4/10/24

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34
Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Keenan W Howard Jr. – ‘4’ for 3/12/19 re: Antero Midstream Partners LP

On: Thursday, 3/14/19, at 9:59pm ET · For: 3/12/19 · Accession #: 899243-19-7858 · File #: 1-36719

Previous ‘4’: ‘4’ on 3/14/19 for 3/12/19 · Next: ‘4’ on 3/27/19 for 3/25/19 · Latest: ‘4’ on 4/11/24 for 4/10/24

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34
Filing Table of Contents