Amendment: Director Rogers Douglas G converted options into 6,866 shares, increasing direct ownership by 229% to 9,866 units (SEC Form 4)
$AESI
Mining & Quarrying of Nonmetallic Minerals (No Fuels)
Industrials
| 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*
(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) 03/13/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) 03/17/2025 |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 03/13/2025 | M(1)(2)(3) | 6,866 | A | $0 | 9,866(1)(2)(3) | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Restricted Stock Units | (4) | 03/13/2025(5) | A(5)(6) | 12,536(5) | (7) | (7) | Common Stock | 12,536 | $0 | 12,536(8) | 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 6,866 Restricted Stock Units ("RSUs") awarded to the Reporting Person on March 13, 2024 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 6,866 RSUs granted to the Reporting Person on March 13, 2024 vested in full on March 13, 2025 and the shares are required to be transferred to the Foundation in accordance with the Agreement. |
| 3. On March 17, 2025, the Reporting Person filed a Form 4, which inadvertently failed to report the acquisition of the 6,866 shares of Common Stock underlying the RSUs awarded to the Reporting Person on March 13, 2024. This amended Form 4 is being filed for the purpose of reporting such acquisition. The Reporting Person disclaims beneficial ownership of shares of Common Stock in excess of his pecuniary interest therein, if any. |
| 4. Each RSU represents the contingent right to receive one share of Common Stock. |
| 5. On March 17, 2025 the Reporting Person filed a Form 4, which inadvertently failed to report in Table II thereof the transaction date, transaction code, and number of derivative securities acquired. This amended Form 4 is being filed for the purpose of disclosing such information. |
| 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. |
| Remarks: |
| Member of 10% owner group |
| /s/ Douglas G. Rogers, by Dathan C. Voelter, as Attorney-in-Fact | 03/19/2025 | |
| ** 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. | ||