4/A//SEC Filing
COLONNETTA JOSEPH 4/A
Accession 0001140361-21-037301
CIK 0001865187other
Filed
Nov 8, 7:00 PM ET
Accepted
Nov 9, 8:56 PM ET
Size
9.8 KB
Accession
0001140361-21-037301
Insider Transaction Report
Form 4/AAmended
COLONNETTA JOSEPH
Director
Transactions
- Award
Solaris Midstream Holdings, LLC Units
2021-10-26+3,179,324→ 3,179,324 total(indirect: See Footnote)Exercise: $0.00→ Class A Common Stock (3,179,324 underlying) - Award
Class B Common Stock
2021-10-26+3,179,324→ 3,179,324 total(indirect: See Footnote)
Footnotes (5)
- [F1]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.
- [F2]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 were converted into a single class of units in Solaris LLC ("Solaris LLC Units") and (ii) Solaris LLC distributed to its members, including HBC Water Resources LP ("HBC") and HBC Water Resources II LP ("HBC II"), 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 (the "VWAP").
- [F3]The number of Solaris LLC Units and shares of Class B common stock that may be deemed to be beneficially owned by the Reporting Person was determined on November 5, 2021 based on the VWAP.
- [F4]Represents securities held directly by HBC and HBC II. The Reporting Person is a manager of HBC Water Resources GP LP, the general partner of HBC, and is a manager of HBC Water Resources II GP LP, the general partner of HBC II. As a result, the Reporting Person may be deemed to beneficially own the securities owned by HBC and HBC II. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for Section 16 or any other purpose.
- [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 0001252040
Filing Metadata
- Form type
- 4/A
- Filed
- Nov 8, 7:00 PM ET
- Accepted
- Nov 9, 8:56 PM ET
- Size
- 9.8 KB