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 LLC
to be converted into a limited partnership named
 
Antero Midstream Partners LP
(Exact Name of Registrant as Specified in its Charter)

 

Delaware	 	46-4109058	
(State or 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 units representing limited partner interests	 	The 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: 333-193798.
 
Securities to be registered pursuant to Section 12(g) of the Act: None.

 

 
INFORMATION REQUIRED IN REGISTRATION STATEMENT
 
Item 1.                                  Description of Registrant’s Securities to be Registered.
 
A description of the common units representing limited partner interests in Antero Midstream Partners LP (the “Registrant”) is set forth under the captions “Summary—The Offering,” “Our Cash Distribution Policy and Restrictions on Distributions,” “How We Make Distributions To Our Partners,” “Description of The Common Units,” “The Partnership Agreement,” “Units Eligible for Future Sale” and “Material U.S. Federal Income Tax Consequences” in the prospectus included in the Registrant’s Registration Statement on Form S-1 (Registration No. 333-193798), initially filed with the Securities and Exchange Commission on February 7, 2014 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 Exchange Act.
 
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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.

 	GENERAL PARTNER:	
 	 	
 	Antero Resources Midstream LLC	
 	 	 	
 	By:	Antero Resources Midstream Management LLC,	
 	 	its sole member	

 	By:	/s/ Glen C. Warren Jr.	
 	Name:	Glen C. Warren, Jr.	
 	Title:	President, Chief Financial Officer and Secretary	
 	 	 	
Date: November 3, 2014	 	 	
 
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