| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIPFiled 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Atlas Energy Solutions Inc. [ AESI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/13/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) 03/15/2024 |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| 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) | |||
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| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 03/13/2024 | 03/13/2024 | J(1)(2)(3)(4) | 8,056 | D | $0 | 3,000(1)(2)(3)(4) | D | ||
| Common Stock | 03/13/2024 | 03/13/2024 | M(1)(2)(3)(4) | 8,056 | A | $0 | 11,056(1)(2)(3)(4) | D | ||
| 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) | ||||
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | (5) | 03/13/2024 | A(6) | 6,866 | (7) | (7) | Common Stock | 6,866 | $0 | 6,866(8)(9) | D | ||||
| Explanation of Responses: |
| 1. Consists of shares of common stock, par value $0.01 per share ("Common Stock"), of the registrant, Atlas Energy Solutions Inc. ("Atlas"), issued upon the vesting of 8,056 Restricted Stock Units ("RSUs") awarded to the Reporting Person on December 15, 2023 pursuant to the Atlas Energy Solutions Inc. 2023 Long Term Incentive Plan (the "Plan"). The Reporting Person is a director of Atlas, and serves as Executive Director of The Sealy & Smith Foundation, a charitable foundation (the "Foundation"). The Foundation and the Reporting Person have entered into an Outside Compensation Agreement dated as of November 15, 2023 (the "Agreement"), which requires that all compensation received by the Reporting Person from Atlas in connection with the Reporting Person's service as a director of Atlas be transferred to the Foundation. |
| 2. Under the Agreement, equity awards granted to the Reporting Person subject to vesting conditions are required to be transferred, for no consideration, to the Foundation upon vesting and are held by the Reporting Person for the benefit of the Foundation until the transfer to the Foundation is complete. The award of 8,056 RSUs granted to the Reporting Person on December 15, 2023 vested in full on March 13, 2024 and the shares were transferred to the Foundation in accordance with the Agreement. |
| 3. Subsequent to the vesting of such award and the transfer of the underlying Common Stock to the Foundation, the Reporting Person determined, on the advice of counsel and based on the terms of the Agreement, that it was appropriate for the Reporting Person to report: (a) the acquisition of direct beneficial ownership of the RSUs upon the date of grant (disclaiming beneficial ownership of the Common Stock underlying such RSUs except to the extent of the Reporting Person's pecuniary interest therein, if any); (b) the acquisition of the shares of Common Stock upon the vesting of such RSUs (disclaiming beneficial ownership therein except to the extent of the Reporting Person's pecuniary interest therein, if any); and (c) the corresponding disposition of direct beneficial ownership of Common Stock underlying the RSUs upon the transfer of such shares of Common Stock to the Foundation pursuant to the Agreement. |
| 4. As such, on March 13, 2024, the Reporting Person inadvertently failed to report the acquisition and corresponding disposition of the 8,056 shares of Common Stock underlying the RSUs granted to the Reporting Person on December 15, 2023. By this amendment, the Reporting Person corrects such report by reporting such acquisition and corresponding disposition. |
| 5. Each RSU represents the contingent right to receive one share of Common Stock. |
| 6. Award of RSUs pursuant to the Plan. |
| 7. Awards of RSUs pursuant to the Plan vest in full on the first anniversary of the grant date, subject to continued service through the vesting date, and unless accelerated vesting of a particular award is authorized by the Committee (as defined in the Plan). |
| 8. The Reporting Person disclaims beneficial ownership of the shares of Common Stock underlying the RSUs except to the extent of his pecuniary interest therein, if any. Pursuant to the Agreement, upon the vesting of such RSUs, the Reporting Person will be required to transfer the underlying shares of Common Stock to the Foundation for no consideration. As described above, subsequent to the grant of this award, the Reporting Person determined, on the advice of counsel and based on the terms of the Agreement, that it was appropriate for the Reporting Person to report the acquisition of direct beneficial ownership of the RSUs on the date of grant but to disclaim beneficial ownership of the underlying shares of Common Stock, except to the extent of the Reporting Person's pecuniary interest therein, if any, rather than to report the direct acquisition of beneficial ownership of the shares of Common Stock underlying such RSUs. |
| 9. As such, on March 15, 2024, the Reporting Person inadvertently reported direct ownership of the 6,866 shares of Common Stock underlying this grant of RSUs. By this amendment, the Reporting Person corrects such report by reporting direct beneficial ownership of the RSUs granted on March 13, 2024 but denying beneficial ownership of the shares of Common Stock underlying such RSUs, except to the extent of the Reporting Person's pecuniary interest therein, if any. |
| /s/ Douglas G. Rogers, by Dathan C. Voelter, as Attorney-in-Fact | 04/19/2024 | |
| ** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.