SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP


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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
LANGFORD A LANCE

(Last) (First) (Middle)
5918 W. COURTYARD DRIVE
SUITE 500

(Street)
AUSTIN TX 78730

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Atlas Energy Solutions Inc. [ AESI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/13/2023
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 09/13/2023 J(1) 72,950 A $0.00 81,006 D
Class A Common Stock 09/13/2023 J(2) 24,224 A $0.00 24,224 I See Footnote(3)
Class A Common Stock 09/13/2023 J(2) 29,607 A $0.00 29,607 I See Footnote(4)
Class B Common Stock 09/13/2023 J(5) 81,070 A $0.00 81,070 D
Class B Common Stock 09/13/2023 J(2) 460,259 A $0.00 460,259 I See Footnote(3)
Class B Common Stock 09/13/2023 J(2) 562,539 A $0.00 562,539 I See Footnote(4)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Atlas Sand Operating, LLC Units (7) 09/13/2023 J(6) 81,070 (7) (7) Class A Common Stock 81,070 (7) 81,070 D
Atlas Sand Operating, LLC Units (7) 09/13/2023 J(2) 460,259 (7) (7) Class A Common Stock 460,259 (7) 460,259 I See Footnote(3)
Atlas Sand Operating, LLC Units (7) 09/13/2023 J(2) 562,539 (7) (7) Class A Common Stock 562,539 (7) 562,539 I See Footnote(4)
Explanation of Responses:
1. Acquired as a result of pro rata distributions of 1,123 shares of Class A Common Stock from Atlas Sand Holdings, LLC ("Holdings"), 49,897 shares of Class A Common Stock from Atlas Sand Holdings II, LLC, 3,144 shares of Class A Common Stock from Atlas Sand Management Company, LLC ("ASMC") and 18,786 shares of Class A Common Stock from Atlas Sand Management Company II, LLC, of each of which the reporting person is a non-managing member.
2. Acquired as a result of pro rata distributions from ASMC.
3. Includes securities held by ALL Financial Trust. The reporting person is the spouse of the trustee of ALL Financial Trust. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
4. Includes securities held by BLL Financial Trust, of which the reporting person is the trustee. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
5. Acquired as a result of pro rata distributions of 21,341 shares of Class B Common Stock from Holdings and 59,729 shares of Class B Common Stock from ASMC, of each of which the reporting person is a non-managing member.
6. Acquired as a result of pro rata distributions of 21,341 units ("Units") representing ownership interests in Atlas Sand Operating, LLC ("Atlas Operating") from Holdings and 59,729 Units from ASMC, of each of which the reporting person is a non-managing member.
7. 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 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.
Remarks:
Member of 10% Owner Group
/s/ Dathan C. Voelter, as attorney-in-fact for A Lance Langford 09/15/2023
** 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 4 (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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