SEC Form 4 · accession 0001209191-15-021636
Atlas Energy, L.P. · ATLS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jonathan Z Cohen
Officer — Executive Chairman · Director
Period of report
Feb 27, 2015
Accepted (ET)
Mar 3, 2015 · 6:00 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 | 746,511 | — | D | 0 | D | |
| Common UnitsF1,F2 | Feb 27, 2015 | D | 1,140,327 | — | D | 0 | I | By Foundation |
| Common UnitsF1,F3 | Feb 27, 2015 | D | 67,273 | — | D | 0 | I | By Trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Unit OptionF4 | $20.75 | Feb 27, 2015 | D | 217,530 | D | — | Nov 10, 2016 | Common Units | 217,530 | 0 | D |
| Unit OptionF4 | $20.44 | Feb 27, 2015 | D | 543,825 | D | — | Mar 25, 2021 | Common Units | 543,825 | 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.
- F2The Reporting Person is a co-trustee of Arete Foundation, a charitable foundation. The Reporting Person disclaims beneficial ownership to these units.
- F3The Reporting Person is a co-trustee and co-beneficiary of the trust.
- F4In 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 unit options were split into Issuer unit options and New Atlas unit options. On February 27, 2015, the Reporting person received (i) $9.12 in cash and 0.1809 in TRC shares in exchange for each Issuer unit option and (ii) an amount of cash in respect of each New Atlas unit option, with 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.