4//SEC Filing
Patterson Nicholas A. 4
Accession 0001193125-25-240629
CIK 0001865187other
Filed
Oct 14, 8:00 PM ET
Accepted
Oct 15, 9:04 PM ET
Size
11.7 KB
Accession
0001193125-25-240629
Insider Transaction Report
Form 4
Patterson Nicholas A.
Chief Commercial Officer
Transactions
- Disposition to Issuer
Performance-Based Restricted Stock Units
2025-10-15−4,621→ 0 totalExercise: $25.00Exp: 2027-12-31→ Class A Common Stock (4,621 underlying) - Disposition to Issuer
Performance-Based Restricted Stock Units
2025-10-15−42,374→ 0 totalExercise: $25.00Exp: 2026-12-31→ Class A Common Stock (42,374 underlying) - Disposition to Issuer
Class A Common Stock
2025-10-15−55,689→ 0 total
Footnotes (4)
- [F1]As of the effective time (the "Effective Time") of the transactions contemplated by the Agreement and Plan of Merger entered into on August 6, 2025, by and among the Issuer, Western Midstream Partners, LP ("Parent"), Arrakis OpCo Merger Sub LLC, Arrakis Holdings Inc., Arrakis Unit Merger Sub LLC, Arrakis Cash Merger Sub LLC and Aris Water Holdings, LLC ("Aris OpCo"), each issued and outstanding share of the Issuer's Class A common stock, par value $0.01 per share ("Issuer Class A Common Stock"), held by the Reporting Person as of immediately prior to the Effective Time, was converted into the right to receive, pursuant to an election made by the Reporting Person, one of the following forms of consideration:
- [F2]cont'd from Footnote 1: (i) $7.00 in cash (without interest) and 0.450 common units representing limited partnership interests in Parent ("Parent Common Units"); (ii) $25.00 in cash (without interest); (iii) 0.625 Parent Common Units ("Common Unit Election Consideration"), or (iv) in the event of the Reporting Person's failure to timely deliver an election, the Common Unit Election Consideration.
- [F3]This amount includes 48,839 shares of Issuer Class A Common Stock subject to awards of time-vesting restricted stock units ("Issuer RSU Awards"). At the Effective Time, each Issuer RSU Award was converted, on the same terms and conditions (including time-based vesting and forfeiture conditions), into a time-based award covering a number of Parent Common Units equal to the product of (i) the total number of shares of Issuer Class A Common Stock subject to such Issuer RSU Award as of immediately prior to the Effective Time, multiplied by (ii) 0.625.
- [F4]At the Effective Time, each outstanding award of performance-vesting restricted stock units ("Issuer PSU Awards") held by the Reporting Person was converted, on the same terms and conditions (including time-based vesting and forfeiture conditions, but excluding any continuing performance-based vesting conditions), into a time-based award covering a number of Parent Common Units equal to the product of (i) the total number of shares of Issuer Class A Common Stock subject to such Issuer PSU Award as of immediately prior to the Effective Time (with all performance-based vesting conditions applicable to such Issuer PSU Award deemed to be earned based on the greater of (1) the target level performance and (2) the greater of actual performance as measured through (x) August 13, 2025 and (y) the Effective Time) multiplied by (ii) 0.625.
Documents
Issuer
Aris Water Solutions, Inc.
CIK 0001865187
Entity typeother
Related Parties
1- filerCIK 0001990028
Filing Metadata
- Form type
- 4
- Filed
- Oct 14, 8:00 PM ET
- Accepted
- Oct 15, 9:04 PM ET
- Size
- 11.7 KB