SEC Form 4 · accession 0001209191-15-021657
Atlas Energy Group, LLC · 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 · 6:07 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001623595
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A Preferred UnitsF2,F3,F1 | — | Feb 27, 2015 | P | 220,000 | A | — | — | Common Units | — | 220,000 | I |
| Series A Preferred UnitsF2,F4,F1 | — | Feb 27, 2015 | P | 220,000 | A | — | — | Common Units | — | 220,000 | I |
Explanation of responses
- F1Series A Preferred Units are convertible into the Issuer's common units, at the holder's option, any time after the later of (1) the one-year anniversary of the distribution by Atlas Energy, L.P. to its unitholders of the Issuer's common units (the "Distribution Date") and (2) the date that the Issuer's common unitholders approve such convertibility pursuant to New York Stock Exchange ("NYSE") rules. The Series A Preferred Units are convertible at a conversion price (the "Conversion price") equal to the greater of (x) $8.00 per common unit and (y) the lesser of (i) 110% of the volume weighted average price for the Issuer's common units on the NYSE over the 30 trading days following the Distribution Date; and (ii) $16.00 per common unit. The Series A Preferred Units have no expiration date.
- F2The Conversion Price for the first month following the Distribution Date is determined by reference to the volume weighted average price for the Issuer's common units on the NYSE over the first day of regular-way trading following the distribution, which was $9.5609, instead of the volume weighted average price over the first 30 trading days following the Distribution.
- 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.
- F4The Reporting Person is a co-trustee of Arete Foundation, a charitable foundation. The Reporting Person disclaims beneficial ownership to these units.