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): ~~October~~December 3120, 2018

Atlas Energy Group, LLC

(Exact name of registrant specified in its charter)

Delaware

001-36725

45-3741247

(State or Other Jurisdiction

Of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

425 Houston Street, Suite 300

Fort Worth, TX 76102

(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))

Indicate by a check mark whether the registrant is an ~~emergent~~emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or ~~rule~~Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


				Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 51.0201 ~~Departure~~Entry ofInto ~~Directors~~a orMaterial ~~Certain~~Definitive ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Agreement.

On ~~October~~December 3120, 2018, ~~Daniel C. Herz, the President of~~ Atlas Energy Group, LLC (the “Company”), ~~resigned~~together ~~his~~with ~~position~~New asAtlas ~~President~~Holdings, ofLLC, ~~the~~Atlas ~~Company~~Lightfoot, LLC toand ~~pursue~~Titan ~~other~~Energy ~~business~~Management, ~~activities.~~LLC, ~~The~~entered ~~resignation~~into ~~was not~~ the ~~result~~Eleventh ofAmendment ~~any~~to ~~dispute~~Credit orAgreement ~~disagreement with~~ (the ~~Company~~“Amendment”) orwith ~~any~~Riverstone ~~matter~~Credit ~~related~~Partners, toL.P., ~~the~~as ~~Company’s~~administrative ~~operations~~agent, ~~policies,~~ ~~practices,~~and ~~management~~the orlenders ~~Board~~under ofthe ~~Directors~~first lien credit agreement (the “~~Board~~First Lien Facility”).

OnPursuant ~~October 31,~~to ~~2018,~~ the ~~Company~~Amendment, ~~entered into a separation agreement and mutual release between~~ the ~~Company~~maturity ~~and~~date ~~Mr. Herz~~under (the ~~“Separation~~First ~~Agreement”)~~Lien ~~specifying~~Facility ~~the~~was ~~terms~~extended from ~~of Mr.~~December ~~Herz’s~~31, ~~termination~~2018 ofuntil ~~service~~March 31, ~~with the Company~~2019.

~~The~~This ~~Separation~~summary ~~Agreement terminates Mr. Herz’s previous employment agreement with the Company, dated as~~ of ~~September 4, 2015 (~~the ~~“Employment~~ ~~Agreement”),~~Amendment ~~and~~does ~~confirms~~not ~~that,~~purport ~~except~~to ~~for~~be ~~earned~~complete and ~~accrued~~is ~~base~~subject ~~salary~~ to, and ~~benefits~~qualified ~~that~~in ~~have~~its ~~not~~entirety ~~yet been paid~~by, ~~and~~ the ~~provision~~full text of the ~~Employment~~Amendment, ~~Agreement~~which ~~relating~~is tofiled 24as ~~months~~Exhibit ~~of post-termination COBRA benefits, Mr~~10. ~~Herz~~1 ~~is not entitled~~ to ~~any~~this ~~severance~~Current ~~payment~~Report oron ~~other~~Form ~~compensation from the Company under the Employment Agreement~~8-K.

~~Under~~Item ~~the Separation Agreement, the Company, on behalf of itself and its subsidiaries (“Company Releasors”), agreed to remise, release and discharge Mr~~2. ~~Herz~~03 ~~from~~Creation ~~any and all causes~~ of ~~action,~~a ~~suits,~~Direct ~~debts,~~Financial ~~claims,~~Obligation ~~liabilities, damages and demands (i) arising under any federal, state, local~~ or ~~foreign~~an ~~statute~~Obligation or regulation or common law that may be legally waived and released; (ii) arising out of or relating to the termination or resignation of Mr. Herz’s employment with any Company Releasor; (iii) arising under ~~the~~an ~~Company’s~~Off-Balance ~~organizational~~Sheet ~~documents;~~Arrangement or (iv) arising under or relating to any policy, agreement, plan, understanding or promise between Mr. Herz and any Company Releasor. Mr. Herz agreed to remise, release and discharge the Company, its subsidiaries and each of ~~their~~a managers, employees, officers, directors and agents (“Company Releasees”) from any and all causes of action, suits, debts, claims, liabilities, damages and demands (i) arising under any federal, state, local or foreign statute or regulation or common law that may be legally waived and released; (ii) arising out of or relating to the termination or resignation of MrRegistrant. ~~Herz’s employment with any Company Releasee; or (iii) arising under or relating to any policy, agreement, plan, understanding or promise between Mr. Herz and any Company Releasee.~~

~~Mr. Herz~~The ~~may~~information ~~revoke~~set ~~the Separation Agreement within seven calendar days of October 31, 2018, and such agreement shall not become effective until the~~forth ~~expiration~~under ofItem ~~such seven-day period~~1.01 ~~The~~of ~~Separation~~this ~~Agreement~~Current ~~shall~~Report ~~become effective~~ on ~~the~~Form ~~eighth~~8-K ~~calendar~~is ~~day~~incorporated ~~following~~by ~~October 31,~~reference ~~2018~~herein.

~~The~~Item ~~foregoing~~9.01 ~~summary~~Financial ofStatements ~~the~~and ~~Separation Agreement is qualified by reference to the Separation Agreement, which is filed herewith as Exhibit 10~~Exhibits.1.

Item 9.01 Financial Statements and Exhibits.


Exhibit Number		Description

10.1		Eleventh Amendment to Credit Agreement, dated as of December 20, 2018, among Atlas Energy Group, LLC, New Atlas Holdings, LLC, Atlas Lightfoot, LLC, Titan Energy Management, LLC, the lenders party thereto and Riverstone Credit Partners, L.P., as administrative agent.

~~(d)~~SIGNATURES ~~Exhibits.~~

Exhibit No.		Description
10.1		Separation Agreement and Mutual Release by and among Atlas Energy Group, LLC, each entity directly or indirectly controlled by Atlas Energy Group, LLC, and Daniel C. Herz, dated October 31, 2018.

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.

SIGNATURES


	ATLAS ENERGY GROUP, LLC

Dated: December 28, 2018	By:	/s/ Jeffrey M. Slotterback
		Name:	Jeffrey M. Slotterback
		Title:	Chief Financial Officer

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.

ATLAS ENERGY GROUP, LLC

Dated: November 6, 2018

/s/ Jeffrey M. Slotterback

Jeffrey M. Slotterback

Chief Financial Officer

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