4//SEC Filing
Keenan W Howard JR 4
Accession 0001193125-25-240640
CIK 0001865187other
Filed
Oct 14, 8:00 PM ET
Accepted
Oct 15, 9:12 PM ET
Size
11.4 KB
Accession
0001193125-25-240640
Insider Transaction Report
Form 4
Keenan W Howard JR
Director10% Owner
Transactions
- Disposition to Issuer
Class B Common Stock
2025-10-15−9,304,608→ 0 total(indirect: See Footnote) - Disposition to Issuer
Aris Water Holdings, LLC Units
2025-10-15−9,304,608→ 0 total(indirect: See Footnote)→ Class A Common Stock (9,304,608 underlying) - Disposition to Issuer
Class A Common Stock
2025-10-15−34,485→ 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") and each Aris OpCo Unit and a corresponding share of Issuer Class B common stock, par value $0.01 per share ("Issuer Class B 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 4,426 shares of Issuer Class A Common Stock subject to awards of time-vesting restricted stock units ("Issuer RSU Awards") held by the Reporting Person. At the Effective Time, each Issuer RSU Award was converted into the right to receive an amount in cash equal to (i) the total number of shares of Issuer Class A Common Stock subject to such Issuer RSU Award, multiplied by (ii) $25.00, plus an additional amount in cash equal to any accrued but unpaid cash-based dividend equivalents.
- [F4]These securities are held directly by Yorktown XI, whose general partner is Yorktown XI Company LP ("Yorktown XI Company"), whose general partner is Yorktown XI Associates LLC ("Yorktown XI Associates"). The Reporting Person is a managing member of Yorktown XI Associates. The Reporting Person, Yorktown XI Company and Yorktown XI Associates are indirect beneficial owners of the reported securities.
Documents
Issuer
Aris Water Solutions, Inc.
CIK 0001865187
Entity typeother
Related Parties
1- filerCIK 0001370287
Filing Metadata
- Form type
- 4
- Filed
- Oct 14, 8:00 PM ET
- Accepted
- Oct 15, 9:12 PM ET
- Size
- 11.4 KB