SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

SPOLAN HARMON

(Last)

(First)

(Middle)

1845 WALNUT STREET

10TH FLOOR

(Street)

PHILADELPHIA

19103

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ATLAS ENERGY, INC. [ ATLS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/17/2011

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/17/2011		D		1,749	D	⁽¹⁾	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Deferred Units	⁽²⁾	02/17/2011		D			174⁽²⁾	08/24/2011	08/24/2011	Common Stock	174	$0	0⁽²⁾	D
Deferred Units	⁽²⁾	02/17/2011		D			317⁽²⁾	⁽³⁾	⁽³⁾	Common Stock	317	$0	0⁽²⁾	D
Deferred Units	⁽⁴⁾	02/17/2011		D			727⁽⁴⁾	⁽⁵⁾	⁽⁵⁾	Common Stock	727	$0	0⁽⁴⁾	D
Deferred Units	⁽⁶⁾	02/17/2011		D			2,188⁽⁶⁾	⁽⁵⁾	⁽⁵⁾	Common Stock	2,188	$0	0⁽⁶⁾	D

Explanation of Responses:

1. In connection with the Agreement and Plan of Merger among the Issuer, Chevron Corporation and Arkhan Corporation (the "Merger Agreement"), the reporting person's shares of the Issuer were disposed of and exchanged for (i) $38.25 per share in cash and (ii) 0.5203 common units of Atlas Energy, L.P. (formerly Atlas Pipeline Holdings, L.P.) (NYSE: AHD) for each share of the Issuer.

2. These unvested deferred units were adjusted as set forth in the Merger Agreement. Pursuant to the Merger Agreement, the reporting person's deferred units were cashed out at $38.25 per unit.

3. Securities vest 50% per year beginning August 24, 2011.

4. Previously reported as 608 deferred units of the Issuer granted on August 24, 2009, but adjusted in accordance with the Merger Agreement. Pursuant to the Merger Agreement, the reporting person's unvested deferred units were cashed out at $38.25 per unit.

5. Securities vest 1/3 per year beginning on the second anniversary of the grant date.

6. Previously reported as 1,828 deferred units of the Issuer granted on August 24, 2010, but adjusted in accordance with the Merger Agreement. Pursuant to the Merger Agreement, the reporting person's unvested deferred units were cashed out at $38.25 per unit.

	Lisa Washington, Attorney-in-fact	02/22/2011
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.