SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

BRIGHAM BEN M

(Last)

(First)

(Middle)

5918 W. COURTYARD DRIVE

SUITE 500

(Street)

AUSTIN

78730

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/08/2023

3. Issuer Name and Ticker or Trading Symbol
Atlas Energy Solutions Inc. [ AESI ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
See Remarks

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	2,255,395	I	See Footnote⁽¹⁾
Class A Common Stock	36,892,106	I	See Footnote⁽²⁾
Class B Common Stock	42,852,499	I	See Footnote⁽³⁾⁽⁴⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Atlas Sand Operating, LLC Units	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	42,852,499	⁽⁴⁾	I	See Footnote⁽⁵⁾

Explanation of Responses:

1. Includes 2,255,395 shares of Class A Common Stock held by Atlas Sand Holdings, LLC ("Holdings") of which Mr. Brigham may be deemed to share the right to direct the voting or disposition of the shares held thereby as the sole manager of Atlas Sand Management Company, LLC ("ASMC"), the managing member of Holdings. Mr. Brigham disclaims beneficial ownership of the shares held by Holdings except to the extent of his pecuniary interest therein, if any.

2. Includes 36,892,106 shares of Class A Common Stock held by Atlas Sand Holdings II, LLC ("Holdings II") of which Mr. Brigham may be deemed to share the right to direct the voting or disposition of the shares held thereby as the sole manager of Atlas Sand Management Company II, LLC, the managing member of Holdings II. Mr. Brigham disclaims beneficial ownership of the shares held by Holdings II except to the extent of his pecuniary interest therein, if any.

3. Includes 42,852,499 shares of Class B Common Stock held by Holdings of which Mr. Brigham may be deemed to share the right to direct the voting or disposition of the shares held thereby as the sole manager of ASMC, the managing member of Holdings. Mr. Brigham disclaims beneficial ownership of the shares held by Holdings except to the extent of his pecuniary interest therein, if any.

4. Each share of Class B Common Stock has no economic rights but entitles its holder to one vote on all matters to be voted on by stockholders generally. At the request of the holder, each unit ("Unit") representing ownership interests in Atlas Sand Operating, LLC ("Atlas Operating") may be coupled with a share of Class B Common Stock and redeemed for, at the Issuer's election and subject to certain restrictions in the amended and restated limited liability company agreement of Atlas Operating (the "Atlas Operating LLC Agreement"), newly issued shares of Class A Common Stock of the Issuer on a one-for-one basis or for a cash payment to be determined pursuant to the Atlas Operating LLC Agreement for each Unit redeemed. The Units do not expire.

5. Includes 42,852,499 Units held by Holdings of which Mr. Brigham may be deemed to share the right to direct the voting or disposition of the Units held thereby as the sole manager of ASMC, the managing member of Holdings. Mr. Brigham disclaims beneficial ownership of the Units held by Holdings except to the extent of his pecuniary interest therein, if any.

Remarks:

This Form 3 is being filed in connection with the effectiveness of the Registration Statement on Form S-1 (Registration No. 333-269488) of Atlas Energy Solutions Inc. See attached for Exhibit 24 - Power of Attorney. Executive Chairman and Chief Executive Officer

	/s/ Ben M. Brigham, by Dathan C. Voelter as Attorney-in-Fact	03/08/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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