SEC Form 4 · accession 0001209191-15-021607
Atlas Energy, L.P. · ATLS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Ellen Warren
Director
Period of report
Feb 27, 2015
Accepted (ET)
Mar 3, 2015 · 5:53 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001347218
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common UnitsF1 | Feb 27, 2015 | D | 7,549 | — | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Phantom UnitsF2 | — | Feb 27, 2015 | D | 524 | D | — | — | Common Units | 524 | 0 | D |
| Phantom UnitsF2 | — | Feb 27, 2015 | D | 1,251 | D | — | — | Common Units | 1,251 | 0 | D |
| Phantom UnitsF2 | — | Feb 27, 2015 | D | 1,658 | D | — | — | Common Units | 1,658 | 0 | D |
| Phantom UnitsF2 | — | Feb 27, 2015 | D | 1,972 | D | — | — | Common Units | 1,972 | 0 | D |
| Phantom UnitsF2 | — | Feb 27, 2015 | D | 4,027 | D | — | — | Common Units | 4,027 | 0 | D |
Explanation of responses
- F1In connection with the merger (the "ATLS Merger") of the Issuer with a subsidiary of Targa Resources Corp. ("TRC") pursuant to that certain Agreement and Plan of Merger, dated as of October 13, 2014, by and among TRC, Trident GP Merger Sub LLC, the Issuer and the general partner of the Issuer, on February 27, 2015, the Reporting Person received $9.12 in cash and 0.1809 in TRC shares for each common unit of the issuer owned by the Reporting Person.
- F2In connection with the ATLS Merger and the Issuer's distribution to its unitholders, effective February 27, 2015, of one Atlas Energy Group, LLC ("New Atlas") common unit for every two common units of the Issuer owned by the Reporting Person as of the close of business on February 25, 2015, these unvested phantom units, which vested in four equal annual installments beginning on the first anniversary of the grant date, were split into Issuer phantom units and New Atlas phantom units. On February 27, 2015, the Reporting Person received (i) $9.12 in cash and 0.1809 in TRC shares in exchange for each Issuer phantom unit and (ii) an amount of cash in respect of each New Atlas phantom unit, which such amount determined pursuant to the methodology set forth in the Employee Matters Agreement, dated as of February 26, 2014, by and among the Issuer, the Issuer's general partner and New Atlas.