ng娱乐

FORM 4

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT 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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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Warburg Pincus Private Equity VIII, L.P.

听 2. Issuer Name and Ticker or Trading Symbol
ANTERO RESOURCES Corp [AR]

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

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

(Last)

(First)

(Middle)

C/O WARBURG PINCUS & CO.,听450 LEXINGTON AVENUE

3. Date of Earliest Transaction (Month/Day/Year)
05/19/2014

(Street)

NEW YORK,听NY听10017

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

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

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)
			Code	V	Amount	(A) or (D)	Price
Common stock, par value $0.01 per share	05/19/2014	听	S	听	12,000,000 ⁽¹⁾	D	$ 62	208,965,909 ⁽²⁾ ⁽⁶⁾	I	See footnote ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾

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)

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 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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	听Director	听10% Owner	听Officer	听Other
Warburg Pincus Private Equity VIII, L.P. C/O WARBURG PINCUS & CO. 450 LEXINGTON AVENUE NEW YORK,听NY听10017	听 X	听 X	听	听
WP ng娱乐, LLC C/O WARBURG PINCUS & CO. 450 LEXINGTON AVENUE NEW YORK,听NY听10017	听 X	听 X	听	听
Warburg Pincus Partners LLC C/O WARBURG PINCUS & CO. 450 LEXINGTON AVENUE NEW YORK,听NY听10017	听 X	听 X	听	听
WARBURG PINCUS LLC C/O WARBURG PINCUS & CO. 450 LEXINGTON AVENUE NEW YORK,听NY听10017	听	听 X	听	听
WARBURG PINCUS & CO. C/O WARBURG PINCUS & CO. 450 LEXINGTON AVENUE NEW YORK,听NY听10017	听 X	听 X	听	听
KAYE CHARLES R C/O WARBURG PINCUS & CO. 450 LEXINGTON AVENUE NEW YORK,听NY听10017	听	听 X	听	听
Landy Joseph P. C/O WARBURG PINCUS & CO. 450 LEXINGTON AVENUE NEW YORK,听NY听10017	听	听 X	听	听

Signatures

听WARBURG PINCUS PRIVATE EQUITY VIII, L.P. By: Warburg Pincus Partners LLC, its General Partner By: Warburg Pincus & Co., its Managing Member /s/ Robert B. Knauss Name: Steven G. Glenn Title: Partner		听 05/21/2014
^**Signature of Reporting Person		Date
听/s/ Steven G. Glenn, Director, WP ng娱乐 Topco, Inc., the managing member of WP ng娱乐 Holdco, LLC, the Managing Member of WP ng娱乐, LLC		听 05/21/2014
^**Signature of Reporting Person		Date
听/s/ Steven G. Glenn, Partner, for Warburg Pincus & Co., the managing member of Warburg Pincus Partners LLC		听 05/21/2014
^**Signature of Reporting Person		Date
听/s/ Steven G. Glenn, Managing Director, Warburg Pincus LLC		听 05/21/2014
^**Signature of Reporting Person		Date
听/s/ Steven G. Glenn, Partner, Warburg Pincus & Co.		听 05/21/2014
^**Signature of Reporting Person		Date
听/s/ Steven G. Glenn, Attorney-in-fact for Charles R. Kaye*		听 05/21/2014
^**Signature of Reporting Person		Date
听/s/ Steven G. Glenn, Attorney-in-fact for Joseph P. Landy*		听 05/21/2014
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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)	On May 19, 2014, ng娱乐 Resources Investment LLC, a Delaware limited liability company ("ng娱乐 Investment"), sold 12,000,000 shares of common stock of ng娱乐 Resources Corporation ("Common Stock").
(2)	The Warburg Pincus Entities, as defined below, collectively hold a 38.4% voting interest, and a minority economic interest that is determined based on a multi-level waterfall, in ng娱乐 Investment, which directly owns 208,965,909 shares of ng娱乐 Resources Corporation as of the date hereof.
(3)	Each of Warburg Pincus Private Equity VIII, L.P., a Delaware limited partnership, ("WP VIII", and together with its two affiliated partnerships Warburg Pincus Netherlands Private Equity VIII C.V. I, a company formed under the laws of the Netherlands ("WP VIII CV I"), and WP-WPVIII Investors, L.P., a Delaware limited partnership, ("WP-WPVIII Investors"), collectively, the "WP VIII Funds"), and other affiliates reporting on a separate Form 4 (see Remarks below) hold a beneficial interest in WP ng娱乐, LLC, a Delaware limited liability company ("WP ng娱乐"), a direct subsidiary of the WP VIII Funds and a member in ng娱乐 Investment. (cont'd)
(4)	WP-WPVIII Investors LLC, a Delaware limited liability company ("WP-WPVIII LLC"), is the general partner of WP-WPVIII Investors. Warburg Pincus Partners LLC, a New York limited liability company ("WP Partners"), is the sole member of WP-WPVIII LLC and the general partner of WP VIII and WP VIII CV I. Warburg Pincus & Co., a New York general partnership ("WP"), is the managing member of WP Partners. (cont'd)
(5)	Warburg Pincus LLC, a New York limited liability company ("WP LLC"), is the manager of the WP VIII Funds. Charles R. Kaye and Joseph P. Landy are each a Managing General Partner of WP and a Managing Member and Co-Chief Executive Officer of WP LLC and may be deemed to control the Warburg Pincus Entities. Each of Messrs. Kaye and Landy, together with the WP VIII Funds, WP ng娱乐, WP Partners, WP LLC and WP are collectively referred to herein as the "Warburg Pincus Entities."
(6)	Each Warburg Pincus Entity disclaims beneficial ownership with respect to any shares of Common Stock, except to the extent of its indirect pecuniary interest in such shares of Common Stock. The WP VIII Funds, WP ng娱乐, WP Partners and WP are directors-by-deputization solely for purposes of Section 16 of the Securities Exchange Act of 1934, as amended. Information with respect to each of the Warburg Pincus Entities is given solely by such Warburg Pincus Entity, and no Warburg Pincus Entity has responsibility for the accuracy or completeness of information supplied by another Warburg Pincus Entity.
听 Remarks: Due听to听the听limitations听on听the听number听of听Reporting听Persons听allowed听on听Form听4,听Warburg听Pincus听Private听Equity听X,听L.P.,听a听Delaware听limited听partnership听and听its听affiliates,听who听may听be听deemed听to听hold听beneficial听ownership听in听the听shares听of听Common听Stock,听report听such听beneficial听ownership听on听a听separate听Form听4.听*听The听Power听of听Attorney听given听by听each听of听Warburg听Pincus听&听Co.,听Mr.听Kaye听and听Mr.听Landy听was听previously听filed听with听the听U.S.听Securities听&听Exchange听Commission听on听January听15,听2013听as听an听exhibit听to听a听statement听on听Schedule听13D/A听filed听by听Warburg听Pincus听Private听Equity听X,听L.P.听with听respect听to听Talon听Therapeutics,听Inc.听and听is听hereby听incorporated听by听reference.

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