4//SEC Filing
COLONNETTA JOSEPH 4
Accession 0001140361-22-042547
CIK 0001865187other
Filed
Nov 20, 7:00 PM ET
Accepted
Nov 21, 4:53 PM ET
Size
25.9 KB
Accession
0001140361-22-042547
Insider Transaction Report
Form 4
COLONNETTA JOSEPH
Director
Transactions
- Other
Class A Common Stock
2022-11-18+123,313→ 123,313 total(indirect: See Footnote) - Conversion
Solaris Midstream Holdings, LLC Units
2022-11-18−3,179,324→ 0 total(indirect: See Footnote)→ Class A Common Stock (3,179,324 underlying) - Conversion
Class A Common Stock
2022-11-18+3,179,324→ 3,179,324 total(indirect: See Footnote) - Other
Class A Common Stock
2022-11-18−3,179,324→ 0 total(indirect: See Footnote) - Other
Class B Common Stock
2022-11-18−3,179,324→ 0 total(indirect: See Footnote)
Holdings
- 18,689
Class A Common Stock
Footnotes (6)
- [F1]Pursuant to the Fourth Amended and Restated Limited Liability Company Agreement of Solaris Midstream Holdings, LLC ("Solaris LLC"), dated as of October 26, 2021, included as Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed October 27, 2021 (the "Solaris LLC Agreement"), an aggregate of 3,179,324 shares of the Issuer's Class B common stock were cancelled for no consideration on a one-for-one basis upon the redemption by HBC Water Resources LP ("HBC") and HBC Water Resources II LP ("HBC II" and, together with HBC I, the "HBC Stockholders") of an aggregate of 3,179,324 units in Solaris LLC ("Solaris LLC Units") (together with a corresponding number of shares of Class B common stock) for an aggregate of 3,179,324 shares of the Issuer's Class A common stock.
- [F2]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.
- [F3]In accordance with the limited partnership agreements of the HBC Stockholders, the HBC Stockholders made pro rata distributions of an aggregate of 3,179,324 shares of the Issuer's Class A common stock to their respective partners. As a result of such pro rata distributions, Colonnetta Family Partners I, LP ("Colonnetta Partners") received an aggregate of 123,313 shares of the Issuer's Class A common stock.
- [F4]Represents securities held directly by Colonnetta Partners. Colonnetta Management Company LLC ("Colonnetta Management") is the general partner of Colonnetta Partners. The Reporting Person and the Reporting Person's spouse are the managers of Colonnetta Management. As a result, the Reporting Person may be deemed to beneficially own the securities owned by Colonnetta Partners.
- [F5]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.
- [F6]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
- Filed
- Nov 20, 7:00 PM ET
- Accepted
- Nov 21, 4:53 PM ET
- Size
- 25.9 KB