SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF 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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1. Name and Address of Reporting Person* Beard Gregory A (Last) (First) (Middle) C/O ATHLON ENERGY INC. 420 THROCKMORTON STREET, SUITE 1200 (Street) FORT WORTH TX 76102 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 08/01/2013	3. Issuer Name and Ticker or Trading Symbol Athlon Energy Inc. [ ATHL ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) X Other (specify below) SEE REMARKS	5. If Amendment, Date of Original Filed (Month/Day/Year) 08/01/2013
			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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

Remarks:

Mr. Beard is associated with Apollo Management, L.P. ("Apollo Management") and its affiliated managers, including Apollo Management VII, L.P. Apollo Management VII, L.P. is the manager of Apollo Athlon Holdings, L.P. ("Apollo Athlon") and AP Overseas VII (Athlon FC) Holdings, L.P. ("AP Overseas VII"), and as such may be deemed to beneficially own the shares of common stock of Athlon Energy, Inc. (the "Issuer") held of record by Apollo Athlon and AP Overseas VII. This report does not include any securities of the Issuer held by Apollo Athlon or AP Overseas VII, or that may be deemed to be beneficially owned by Apollo Management or any of the other Apollo investment managers or investment advisors affiliated with Apollo Athlon and AP Overseas VII, and Mr. Beard disclaims beneficial ownership of all such securities. This report shall not be deemed an admission that Mr. Beard is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

No securities are beneficially owned.

	/s/ Robert C. Reeves, Attorney-in-Fact for Gregory A. Beard	08/01/2013
	** 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 5 (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).
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