H2O AMERICA (HTO) Adviser Amends Form 4 — No Beneficial Ownership

What Happened

• Atlas Infrastructure Partners (UK) Ltd (the "Adviser") and related reporting persons filed an amended Form 4 for H2O AMERICA (HTO) to clarify that they do not, and at no time did, have beneficial ownership of the issuer's common stock. The amendment covers the report period ended 2026-05-29 and was filed on 2026-08-19.
• The Adviser says any HTO shares it holds are for the benefit of third‑party investors and it did not acquire shares to change or influence control of HTO. GIP ATLAS Holdings Ltd is the Adviser’s sole owner but “does not exercise investment discretion” over the Adviser’s holdings.

Key Details

• Amendment filed: 2026-08-19; report period: 2026-05-29.
• Main legal basis: exemption under Rule 16a-1(a)(1) (and specifically clause (v) for registered investment advisers).
• Effect: Reporting persons state they never had beneficial ownership of HTO common stock and therefore were not required to file under Section 16(a); related transactions are not matchable under Section 16(b).
• Shares owned after transaction: Adviser reports no beneficial ownership (shares, if any, held for third‑party clients).
• Not a trade signal: this is an administrative correction/clarification, not a purchase or sale by an insider.

Context

• Rule 16a-1(a)(1) often exempts registered investment advisers from being treated as beneficial owners when securities are held for client accounts and the adviser lacks investment discretion that would create beneficial ownership. That means this filing amendment is clarifying legal status rather than revealing insider buying or selling.
• For retail investors: treat this as an administrative update. It does not indicate insider conviction (a buy) or disposal (a sell) of HTO stock.