UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) ~~of The Securities Exchange Act of 1934~~

~~Date~~ of ~~Report~~the ~~(Date~~Securities ofExchange ~~earliest~~Act ~~event~~of ~~reported): September 27,~~1934 ~~2014~~

Date of Report (Date of earliest event reported): November 14, 2014

ATHLON HOLDINGS LP

ATHLON FINANCE CORP.

(Exact ~~name~~Name of ~~registrant~~Registrant as ~~specified~~Specified in its ~~charter~~Charter)

Delaware	333-195506	45-2817212
Delaware Delaware	333-195506 333-195506-2	45-2817212 46-2465554
Delaware	333-195506-02	46-2465554
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

420 Throckmorton Street, Suite 1200, Fort Worth, Texas		76102
(Address of principal executive offices)		(Zip Code)
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (817) 984-8200

Not ~~applicable~~Applicable

(Former Name ~~name~~ or ~~former~~Former ~~address~~Address, if ~~changed~~Changed ~~since~~Since ~~last~~Last ~~report.~~Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 58.0201. ~~Departure~~Other ~~of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Events.

On ~~September~~November 2714, 2014, ~~in connection with~~ Athlon ~~Energy~~Holdings ~~Inc.’s,~~LP ~~a Delaware corporation~~ (“~~Athlon~~Holdings”), ~~previously announced entry into a definitive Agreement~~ and ~~Plan~~Athlon ofFinance Corp. ~~Merger~~ (the “~~Merger Agreement~~Co-Issuer”) ~~with Encana Corporation~~and, atogether ~~Canadian~~with ~~corporation~~Holdings, (the “~~Encana~~Issuers”), ~~and~~issued ~~Alenco Acquisition Company Inc.,~~ a ~~Delaware~~conditional ~~corporation~~notice ~~and indirect, wholly owned subsidiary~~ of ~~Encana~~redemption ~~(“Acquisition Sub”), pursuant~~ to ~~which~~holders ~~Encana~~of ~~through~~their ~~Acquisition~~7.375% ~~Sub,~~Senior ~~will~~Notes ~~commence~~due an2021 ~~offer~~ (the “~~Offer~~2021 Notes”) tothat ~~acquire~~the ~~all~~Issuers ofwill ~~the~~redeem ~~outstanding~~35% ~~shares~~or $175,000,000 of ~~Athlon’s~~the ~~common~~aggregate ~~stock,~~principal ~~par~~amount ~~value~~of ~~$0.01~~their ~~per~~2021 ~~share~~Notes (the “~~Shares”),~~2021 ~~for~~Notes ~~$58.50~~Equity ~~per~~Claw ~~share~~Redemption”) inoutstanding ~~cash,~~on ~~without interest~~December 15, ~~Athlon’s~~2014 ~~majority-owned~~(the ~~subsidiary,~~“2021 ~~Athlon~~Notes ~~Holdings~~Equity ~~LP,~~Claw aRedemption ~~Delaware limited partnership (“Holdings~~Date”),. ~~entered~~The ~~into~~redemption ~~employment~~price ~~agreement~~for ~~amendments,~~the to2021 Notes becalled ~~effective~~for ~~immediately~~redemption ~~prior~~pursuant to the ~~consummation~~2021 ofNotes ~~the~~Equity ~~Offer,~~Claw ~~with~~Redemption ~~each~~will ofbe ~~its named executive officers (“NEOs”), including Robert C~~107.375% ~~Reeves,~~of ~~its~~the ~~President~~principal ~~and~~amount ~~Chief Executive Officer~~thereof, ~~Nelson~~plus K.accrued ~~Treadway, its Senior Vice President—Business Development~~ and ~~Land,~~unpaid ~~William~~interest B.thereon ~~D. Butler~~to, ~~its~~but ~~Vice President—Chief Financial Officer~~excluding, ~~Bud~~the W.2021 ~~Holmes,~~Equity ~~its~~Claw ~~Senior~~Redemption ~~Vice President—Engineering and Operations~~Date, ~~and~~in ~~David~~accordance B.with ~~McClelland, its Vice President—Drilling and Geosciences. The employment agreement amendments provide for~~ the provisions ~~extension~~ of the ~~non-competition~~indenture ~~restriction~~governing ~~period~~the to2021 ~~twelve~~Notes (~~12) months from six (6) months following~~ the ~~termination~~“2021 ofNotes ~~a NEO’s employment~~Indenture”). In ~~addition,~~The ~~the~~2021 ~~employment~~Notes ~~agreement~~Equity ~~amendments~~Claw ~~provide~~Redemption ~~that, if the NEO~~ is ~~terminated~~conditioned ~~without~~upon ~~“cause” or resigns, in each case, following a change of control,~~ the ~~geographic~~prior ~~scope~~consummation of ~~the~~an ~~non-competition~~Equity ~~restriction~~Offering is(as ~~limited~~defined toin athe 502021 ~~mile~~Notes ~~area (25 miles for Mr. Reeves~~Indenture).

~~The~~On ~~foregoing~~November 14, ~~summary~~2014, isthe ~~qualified~~Issuers inissued ~~its~~a ~~entirety~~notice byof ~~reference~~redemption to holders of the ~~full~~2021 ~~text~~Notes that the Issuers will redeem all of the ~~employment~~aggregate ~~agreement~~principal amount ~~amendments~~of the 2021 Notes (the “2021 Notes Make-Whole Redemption”) outstanding on December 16, ~~copies~~ 2014 (the “2021 Notes Make-Whole Redemption Date”). Unless the 2021 Notes Equity Claw Redemption is not consummated, 65% or $325,000,000 of ~~which~~the ~~are~~aggregate ~~attached~~principal asamount ~~Exhibit~~of 10the 2021 Notes will be outstanding on the 2021 Notes Make-Whole Redemption Date.1 ~~and~~The ~~Exhibit~~redemption 10price for the 2021 Notes called for redemption pursuant to the 2021 Notes Make-Whole Redemption will be 100.2000% of the principal amount thereof, plus the Applicable Premium (as defined in the 2021 Notes Indenture) as of, and accrued and unpaid interest thereon to, ~~this~~but ~~Current~~excluding, ~~Report~~the on2021 ~~Form 8~~Notes Make-KWhole ~~and~~Redemption ~~are~~Date, ~~incorporated~~in byaccordance ~~reference~~with ~~into~~the provisions ~~this~~of ~~Item~~the 52021 Notes Indenture.~~02.~~

~~Item~~On 8November 14, 2014, the Issuers issued a conditional notice of redemption to holders of their 6.01000% Senior Notes due 2022 (the “2022 Notes”) that the Issuers will redeem 35% or $227,500,000 of the aggregate principal amount of their 2022 Notes (the “2022 Notes Equity Claw Redemption”) outstanding on December 15, 2014 (the “2022 Notes Equity Claw Redemption Date”). ~~Other~~The ~~Events~~redemption price for the 2022 Notes called for redemption pursuant to the 2022 Notes Equity Claw Redemption will be 106.000% of the principal amount thereof, plus accrued and unpaid interest thereon to, but excluding, the 2022 Equity Claw Redemption Date, in accordance with the provisions of the indenture governing the 2022 Notes (the “2022 Notes Indenture”). The 2022 Notes Equity Claw Redemption is conditioned upon the prior consummation of an Equity Offering (as defined in the 2022 Notes Indenture).

On ~~September 27~~November 14, 2014, inthe ~~connection~~Issuers ~~with~~issued ~~the~~a ~~Offer,~~notice ~~certain~~ of ~~the~~redemption ~~limited~~to holders ~~partners~~of ~~(each,~~the a2022 ~~“Partner”)~~Notes ofthat ~~Holdings~~the ~~entered~~Issuers ~~into~~will aredeem ~~Non-Exchange~~all ~~Agreement~~of ~~with~~the ~~Encana,~~aggregate ~~Acquisition~~principal ~~Sub~~amount ~~and~~of ~~Athlon. Under~~ the ~~terms~~2022 ofNotes (the ~~Non-Exchange~~“2022 ~~Agreements,~~Notes ~~each~~Change ~~Partner~~of ~~agreed~~Control (iRedemption”) outstanding on December ~~not~~16, to2014 ~~exchange~~(the ~~his/her~~“2022 ~~units~~Notes inChange ~~Holdings~~of ~~(“LP~~Control Redemption ~~Units~~Date”). ~~for~~Unless ~~Shares~~the ~~prior~~2022 toNotes ~~the~~Equity ~~consummation~~Claw Redemption is not consummated, 65% or $422,500,000 of the ~~Offer~~aggregate ~~and~~principal ~~(ii) subsequent~~amount toof the ~~Offer~~2022 ~~and~~Notes ~~prior~~will tobe ~~the~~outstanding ~~merger,~~on tothe ~~exchange~~2022 ~~his/her~~Notes LPChange ~~Units~~of ~~for~~Control ~~Shares~~Redemption Date. The ~~Non-Exchange~~redemption price ~~Agreements~~for ~~also~~the ~~provide~~2022 Notes called for ~~the~~redemption ~~payment~~pursuant to ~~each~~the ~~Partner~~2022 ofNotes ~~certain~~Change ~~payments~~of inControl ~~lieu~~Redemption ofwill ~~payments~~be ~~under~~110.000% of the ~~Tax~~principal ~~Receivable~~amount ~~Agreement~~thereof, ~~which~~plus ~~Athlon,~~accrued ~~Holdings~~ and ~~each~~unpaid ~~Partner~~interest ~~entered~~thereon ~~into~~to, ~~upon~~but ~~consummation~~excluding, ofthe ~~Athlon’s~~2022 ~~initial~~Notes ~~public~~Change ~~offering. Each~~of ~~Partner~~Control Redemption ~~also~~Date, ~~agreed~~in ~~not~~accordance towith ~~exercise~~the ~~its~~provisions ~~early~~of ~~payment rights under~~ the ~~Tax~~2022 ~~Receivable~~Notes ~~Agreement~~Indenture.

~~Under~~This ~~the~~Current ~~Non-Exchange~~Report ~~Agreements,~~on ~~Encana~~Form ~~has~~8-K ~~the~~is ~~right~~not toan ~~purchase~~offer ~~all~~to ofbuy, ~~the~~or LPa ~~Units~~notice ~~held~~of redemption bywith ~~each~~respect ~~Partner immediately prior~~ to, the ~~effective~~2021 ~~time~~Notes, of the ~~merger~~2022 ~~for~~Notes ~~$58.50~~or ~~per~~any LPother ~~Unit~~securities.

~~Item~~2 ~~9.01. Financial Statements and Exhibits.~~

~~(d) Exhibits.~~SIGNATURE

Exhibit No.		Description
10.1		Form of Amendment to Employment Agreement, dated as of September 27, 2014, by and between Athlon Holdings LP and Robert C. Reeves.
10.2		Form of Amendment to Employment Agreement, dated as of September 27, 2014, by and between Athlon Holdings LP and each NEO (other than Robert C. Reeves).

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

2Date: November 17, 2014

~~SIGNATURE~~ATHLON HOLDINGS LP ATHLON FINANCE CORP. By: /s/ Andrew L. Rogers Name: Andrew L. Rogers Title: Vice-President

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: October 2, 2014

ATHLON HOLDINGS LP ATHLON FINANCE CORP. By: /s/ John C. Souders Name: John C. Souders Title: Vice President—Controller and Principal Accounting Officer

Exhibit No.		Description
10.1		Form of Amendment to Employment Agreement, dated as of September 27, 2014, by and between Athlon Holdings LP and Robert C. Reeves.
10.2		Form of Amendment to Employment Agreement, dated as of September 27, 2014, by and between Athlon Holdings LP and each NEO (other than Robert C. Reeves).

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