(7) Partnership Equity and Distributions

Our Minimum Quarterly Distribution

Our partnership agreement provides for a minimum quarterly distribution of $0.17 per unit for each quarter, or $0.68 per unit on an annualized basis.

If cash distributions to our unitholders exceed $0.1955 per common unit in any quarter, our unitholders and the holders of our incentive distribution rights (“IDRs”), will receive distributions according to the following percentage allocations:


	Marginal Percentage
	Interest in
	Distributions
Total Quarterly Distribution			Holders of
Target Amount	Unitholders		IDRs
above $0.1955 up to $0.2125	85	%	15	%
above $0.2125 up to $0.2550	75	%	25	%
above $0.2550	50	%	50	%

General Partner Interest

Our general partner owns a non‑economic general partner interest in us, which does not entitle it to receive cash distributions. However, our general partner controls the holder of the IDRs and may in the future own common units or other equity interests in us and will be entitled to receive distributions on any such interests.

Subordinated Units

Antero Resources was issued all of our subordinated units in connection with our IPO. The principal difference between our common units and subordinated units was that, for any quarter during the subordination period, holders of the subordinated units were not entitled to receive any distribution from operating surplus until the common units had received the minimum quarterly distribution from operating surplus for such quarter plus any arrearages in the payment of the minimum quarterly distribution from prior quarters. Subordinated units did not accrue arrearages. Under the terms of our partnership agreement, the subordination period was to end on the first business day after distributions from operating surplus equaled or exceeded $1.02 per unit (150% of the annualized minimum quarterly distribution) on all outstanding common units and subordinated units for a four-quarter period immediately preceding that date

On January 11, 2017, the board of directors of our general partner declared a cash distribution of $0.28 per unit for the quarter ended December 31, 2016. The distribution was paid on February 8, 2017 to unitholders of record as of February 1, 2017. Upon payment of this distribution, the requirements for the conversion of all subordinated units were satisfied under our partnership agreement. As a result, effective February 9, 2017, the 75,940,957 subordinated units owned by Antero Resources were converted into common units on a one-for-one basis and thereafter will participate on terms equal with all other common units in distributions of available cash. The conversion did not impact the amount of the cash distributions paid by the Partnership or the total units outstanding

The following table details all distributions paid or declared as of the date of this filing (in thousands, except per unit data):


			Distributions
			Limited Partners
Quarter and Year	Record Date	Distribution Date	Common unitholders		Subordinated unitholders		General partner (IDRs)		Total		Distributions per limited partner unit
Q4 2014	February 13, 2015	February 27, 2015	$	7,161	$	7,161	$	-	$	14,322	$	0.0943
Q1 2015	May 13, 2015	May 27, 2015	$	13,669	$	13,669	$	-	$	27,338	$	0.1800
Q2 2015	August 13, 2015	August 27, 2015	$	14,429	$	14,429	$	-	$	28,858	$	0.1900
Q3 2015	November 11, 2015	November 30, 2015	$	20,470	$	15,568	$	295	$	36,333	$	0.2050
*	November 12, 2015	November 20, 2015	$	397	$	-	$	-	$	397	$	*
	Total 2015		$	56,126	$	50,827	$	295	$	107,248

Q4 2015	February 15, 2016	February 29, 2016	$	22,048	$	16,708	$	969	$	39,725	$	0.2200
Q1 2016	May 11, 2016	May 25, 2016	$	23,556	$	17,846	$	1,850	$	43,252	$	0.2350
Q2 2016	August 10, 2016	August 24, 2016	$	25,059	$	18,985	$	2,731	$	46,775	$	0.2500
Q3 2016	November 10, 2016	November 24, 2016	$	26,901	$	20,124	$	4,820	$	51,845	$	0.2650
*	November 12, 2016	November 18, 2016	$	849	$	-	$	-	$	849	$	*
	Total 2016		$	98,413	$	73,663	$	10,370	$	182,446

*Distribution equivalent rights on units that vested related to limited partner common units.

See Note 14 – Subsequent Events for information on the Q4 2016 distribution.