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
X	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* KOTEK FREDDIE M (Last) (First) (Middle) 1845 WALNUT STREET 10TH FLOOR (Street) PHILADELPHIA PA 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) Director 10% Owner X Officer (give title below) Other (specify below) Executive Vice President
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/17/2011		D		32,003	D	(1)	0	D
Common Stock	02/17/2011		D		52,500	D	(1)	0	I	By GRAT
Common Stock	02/17/2011		D		56,157	D	(1)	0	I	By ESOP
Common Stock	02/17/2011		D		47,701	D	(2)	0	I	By 401(k)
Common Stock	02/17/2011		D		52,500	D	(1)	0	I	By spouse GRAT
Common Stock	02/17/2011		D		4,800	D	(1)	0	I	By children's trust
Common Stock	02/17/2011		D		3,712	D	(1)	0	I	By children
Common Stock	02/17/2011		D		12,412	D	(1)	0	I	By mother-in-law

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)	$3.8714(3)	02/17/2011		D			135,000	07/01/2010	07/01/2015	Common Stock	135,000	$0	0(3)	D
Stock Option (right to buy)	$12.43(4)	02/17/2011		D			58,000	01/24/2011	01/24/2017	Common Stock	58,000	$0	0(4)	D
Stock Option (right to buy)	$25.0766(5)	02/17/2011		D			60,000	(6)	01/29/2018	Common Stock	60,000	$0	0(5)	D
Stock Options (right to buy)	$21.6(7)	02/17/2011		D			70,000	(6)	02/08/2020	Common Stock	70,000	$0	0(7)	D
Restricted Stock Units	(8)	02/17/2011		D			15,454(8)	(6)	(6)	Common Stock	15,454	$0	0(8)	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. Pursuant to the Merger Agreement, all shares held in a 401(k) plan account were liquidated at an average price of $45.4525. No units of AHD were exchanged in connection with the 401(k) liquidation.

3. This option was previously reported as an option to purchase 40,000 shares of the Issuer at an exercise price of $38.21, but was adjusted to reflect stock splits and in accordance with the exercise price reduction set forth in the Merger Agreement. Pursuant to the Merger Agreement, the reporting person's options were cashed out at the per option price representing the difference between $38.25 and the adjusted exercise price.

4. This option was previously reported with an exercise price of $19.88, but was adjusted in accordance with the exercise price reduction set forth in the Merger Agreement. Pursuant to the Merger Agreement, the reporting person's options were cashed out at the per option price representing the difference between $38.25 and the adjusted exercise price.

5. This option was previously reported as an option to purchase 40,000 shares of the Issuer at an exercise price of $48.79, but was adjusted to reflect a stock split and in accordance with the exercise price reduction set forth in the Merger Agreement. Pursuant to the Merger Agreement, the reporting person's options were cashed out at the per option price representing the difference between $38.25 and the adjusted exercise price.

6. The security vests 25% per year on the anniversary of the grant.

7. This option was previously reported with an exercise price of $29.05, but was adjusted in accordance with the exercise price reduction set forth in the Merger Agreement. Pursuant to the Merger Agreement, the reporting person's options were cashed out at the per option price representing the difference between $38.25 and the adjusted exercise price.

8. Pursuant to the Merger Agreement, the reporting person's unvested restricted stock units were adjusted to represent the right to receive 15,454 shares of the issuer. Pursuant to their treatment under the Merger Agreement, the reporting person's adjusted restricted stock units were cashed out at $38.25 per restricted stock 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).
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