SEC Form 4 · accession 0001209191-15-021638

Atlas Energy, L.P. · ATLS

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Edward E Cohen

Officer — CEO & President · Director

Period of report

Feb 27, 2015

Accepted (ET)

Mar 3, 2015 · 6:01 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	D/I	Nature of ownership
Common Units^F1	Feb 27, 2015	D	725,665	—	D	D
Common Units^F1,F2	Feb 27, 2015	D	1,140,327	—	D	I	By Foundation
Common Units^F1,F3	Feb 27, 2015	D	3,265	—	D	I	By Partnership
Common Units^F1	Feb 27, 2015	D	73,559	—	D	I	By Trust
Common Units^F1	Feb 27, 2015	D	67,273	—	D	I	By Spouse Trust
Common Units^F1	Feb 27, 2015	D	7,503	—	D	I	By Family Trust
Common Units^F1	Feb 27, 2015	D	26,251	—	D	I	By Spouse IRA
Common Units^F1	Feb 27, 2015	D	57,604	—	D	I	By IRA

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Unit Option^F4	$20.75	Feb 27, 2015	D	543,825	D	—	Nov 10, 2016	Common Units	543,825	0	D
Unit Option^F4	$20.44	Feb 27, 2015	D	761,355	D	—	Mar 25, 2021	Common Units	761,355	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 and his spouse are the sole shareholders, officers and directors of the corporate general partner of Solomon Investment Partnership, L.P., a limited partnership, and are the sole partners of the partnership.
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.