UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~July~~October 2625, 2016

ATLAS AMERICA SERIES 27-2006 L.P.

(Exact name of registrant specified in its charter)

Delaware	000-52615	20-5242075
(State or Other Jurisdiction Of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or Other Jurisdiction	(Commission	(IRS Employer
Of Incorporation)	File Number)	Identification No.)

Park Place Corporate Center One

1000 Commerce Drive, Suite 400

Pittsburgh, PA 15275

(Address of principal executive offices, zip code)

Registrant’s telephone number, including area code: (412) 489-0006

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.~~03.~~01 ~~Bankruptcy~~Entry orinto ~~Receivership~~a Material Definitive Agreement

On ~~July~~October 2725, 2016, Atlas ~~Resource~~America Series ~~Partners,~~27-2006 L.P. (the “~~ARP~~Partnership”) entered into an Assignment and ~~certain~~Bill of ~~its~~Sale ~~subsidiaries~~ (~~collectively~~the “Assignment”) with ~~ARP~~Atlas Resources, LLC, its managing general partner (the “~~Debtors~~Managing General Partner”), ~~filed~~and ~~voluntary~~the ~~petitions~~other ~~for~~assignees party ~~relief~~thereto. ~~under~~Pursuant ~~Chapter~~to 11the ofAssignment, ~~Title~~the 11Partnership ofassigned ~~the~~all ~~United~~of ~~States~~its ~~Code~~assets ~~(“Chapter~~to ~~11”)~~the inManaging ~~the~~General ~~United~~Partner ~~States~~in ~~Bankruptcy Court~~exchange for the ~~Southern~~Managing ~~District~~General Partner’s assumption of ~~New~~all ~~York~~of (the ~~“Bankruptcy~~Partnership’s ~~Court~~liabilities. Furthermore,” ~~and~~ the Assignment ~~cases~~provides ~~commenced thereby~~that, promptly following the ~~“Chapter~~effective 11time ~~Filings”).~~of ~~The~~the ~~Chapter~~Assignment, 11the ~~Filings~~Managing ~~are~~General ~~expected~~Partner towill because ~~jointly~~the ~~administered~~dissolution ~~under~~and winding up of the ~~caption~~Partnership Inas ~~re:~~promptly ~~ATLAS RESOURCE~~as ~~PARTNERS,~~practicable ~~L.P.,~~in etaccordance ~~al.,~~with the Partnership’s Amended and ~~are~~Restated ~~further~~Certificate ~~described~~and inAgreement ~~the~~of ~~Current~~Limited ~~Report~~Partnership, onas ~~Form~~amended. ~~8-K~~Following ~~filed~~the bytransactions ~~ARP~~pursuant onto ~~July 27~~the Assignment, ~~2016~~the ~~(File~~Partnership ~~Number~~has ~~001-35317)~~no assets or liabilities.

~~The~~This ~~Debtors~~summary ~~include~~of ~~Atlas~~the ~~Resources,~~Assignment ~~LLC,~~does ~~which~~not purport to be complete and is subject to, and qualified in its entirety by, the ~~Managing~~full ~~General~~text ~~Partner~~of (the Assignment, ~~“Managing~~which ~~General~~is ~~Partner”)~~filed ofas ~~Atlas~~Exhibit ~~America Series~~10.1 27to this Current Report on Form 8-~~2006~~K ~~L.P.~~and ~~(the~~is ~~“Partnership”)~~incorporated by reference herein.

~~The~~Item Debtors intend to continue to operate their businesses as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of Chapter 11 and the orders of the Bankruptcy Court2.01 ~~The~~Completion ~~Debtors expect to consummate the plan~~ of ~~reorganization~~Acquisition ~~and emerge~~or ~~from~~Disposition ~~Chapter 11 before the end~~ of ~~the third quarter of 2016.~~ Assets

~~Item~~The ~~5.03.~~description ~~Amendments~~of tothe ~~Articles~~Assignment and the transactions thereunder included under Item 1.01 of ~~Incorporation~~this orCurrent ~~Bylaws;~~Report ~~Change~~on inForm ~~Fiscal~~8-K ~~Year~~is incorporated by reference herein.

~~Effective July 26,~~Item ~~2016, the Managing General Partner adopted Amendment No~~9. 101 ~~(the~~Financial ~~“Amendment”)~~Statements ~~to the Partnership’s Amended~~ and Restated Certificate and Agreement of Limited Partnership (the “Partnership Agreement”), in accordance with its ability to amend the Partnership Agreement to cure an ambiguity in or correct or supplement any provision of the Partnership Agreement as may be inconsistent with any other provision, to provide that bankruptcy and insolvency events, such as the Chapter 11 Filings, with respect to the Managing General Partner will not cause the Managing General Partner to cease to serve as the Managing General Partner of the Partnership nor cause the termination of the PartnershipExhibits.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Forward-Looking Statements

When used in this Current Report on Form 8-K, the words “intend”, “expect” and similar expressions are intended to identify forward-looking statements, including statements with respect to the Chapter 11 Filings and the plan of reorganization. Such statements are subject to certain risks and uncertainties, which could cause actual results to differ materially from the results stated or implied in this document. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. We undertake no obligation to publicly release the results of any revisions to forward-looking statements which we may make to reflect events or circumstances after the date of this Current Report on Form 8-K or to reflect the occurrence of unanticipated events.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
ExhibitNumber		Description
3.1		Amendment No. 1 to Amended and Restated Certificate and Agreement of Limited Partnership of Atlas America Series 27-2006 L.P.
10.1		Assignment and Bill of Sale, dated October 25, 2016, among Atlas America Series 27-2006 L.P., the assignors party thereto and Atlas Resources, LLC.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

~~EXHIBIT~~Exhibit ~~INDEX~~Index

Exhibit Number		Description
ExhibitNumber		Description
3.1		Amendment No. 1 to Amended and Restated Certificate and Agreement of Limited Partnership of Atlas America Series 27-2006 L.P.
10.1		Assignment and Bill of Sale, dated October 25, 2016, among Atlas America Series 27-2006 L.P., the assignors party thereto and Atlas Resources, LLC.

ATLAS AMERICA SERIES 27-2006 L.P. By: Atlas Resources, LLC, its Managing General Partner

Dated: October 31, 2016

ATLAS AMERICA SERIES 27-2006 L.P. By: Atlas Resources, LLC, its Managing General Partner

Dated: July 27, 2016

/s/ Jeffrey M. Slotterback

/s/ Jeffrey M. Slotterback

Jeffrey M. Slotterback

Chief Financial Officer of the Managing General Partner

Filing Compare · Atlas America Series 27-2006 L.P.