4//SEC Filing
Hatley Dustin A. 4
Accession 0001140361-21-035830
CIK 0001865187other
Filed
Oct 27, 8:00 PM ET
Accepted
Oct 28, 9:20 PM ET
Size
11.0 KB
Accession
0001140361-21-035830
Insider Transaction Report
Form 4
Hatley Dustin A.
Chief Accounting Officer
Transactions
- Award
Class A Common Stock
2021-10-26+19,231→ 19,231 total - Award
Class B Common Stock
2021-10-26+0→ 0 total - Award
Solaris Midstream Holdings, LLC Units
2021-10-26+0→ 0 totalExercise: $0.00→ Class A Common Stock (0 underlying)
Footnotes (5)
- [F1]Represents 19,231 restricted stock units ("RSUs") granted under the Aris Water Solutions, Inc. 2021 Equity Incentive Plan. Each RSU represents the right to receive one share of the Issuer's Class A common stock. The RSUs will vest in the following installments: (i) 50% on October 22, 2022, (ii) 25% on October 22, 2023, and (iii) 25% on October 22, 2024.
- [F2]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.
- [F3]Immediately prior to closing of the Issuer's initial public offering, the Fourth Amended and Restated Limited Liability Company Agreement of Solaris Midstream Holdings, LLC ("Solaris LLC"), of which the Issuer is the managing member, became effective (the "Solaris LLC Agreement"). Pursuant to the Solaris LLC Agreement, (i) all of the membership interests in Solaris LLC held by its existing owners will be converted into a single class of units in Solaris LLC ("Solaris LLC Units") and (ii) Solaris LLC will distribute to its members one share of Class B common stock for each Solaris LLC Unit held by such members, in each case based on the average of the volume weighted average price of shares of the Issuer's Class A common stock for the 10 trading days commencing with the date of the initial listing of the Issuer's Class A common stock on the New York Stock Exchange.
- [F4]The beneficial ownership interests of the Reporting Person are represented by limited liability company interests in Solaris Midstream Investment, LLC ("Solaris Investment"), which has advised the Issuer that it intends to distribute all of the Solaris LLC Units and shares of the Issuer's Class B common stock it receives pursuant to the Solaris LLC Agreement to its members, including the Reporting Person. Solaris Investment is expected to be wound up and dissolved following the foregoing distribution. The number of Solaris LLC Units and shares of Class B common stock beneficially owned by the Reporting Person will be reported on an amendment to this Form 4 as soon as practicable once the number of Solaris LLC Units and shares of Class B common stock are determined pursuant to the Solaris LLC Agreement.
- [F5]Subject to certain limitations and exceptions described in the Solaris LLC Agreement, the Solaris LLC Units (together with a corresponding number of shares of Class B common stock) are redeemable from time to time for shares of Class A common stock of the Issuer (on a one-for-one basis, subject to conversion rate adjustments for stock splits, stock dividends and reclassification and other similar transactions).
Documents
Issuer
Aris Water Solutions, Inc.
CIK 0001865187
Entity typeother
Related Parties
1- filerCIK 0001540900
Filing Metadata
- Form type
- 4
- Filed
- Oct 27, 8:00 PM ET
- Accepted
- Oct 28, 9:20 PM ET
- Size
- 11.0 KB