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

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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^*

Wolf Bruce M

(Last)

(First)

(Middle)

1845 WALNUT STREET, 10TH FLOOR

(Street)

PHILADELPHIA

19103

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Atlas Energy Resources, LLC [ ATN ]

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)
09/29/2009

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 Units	09/29/2009		D		3,375	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)
Phantom Units	⁽²⁾	09/29/2009		D			250	⁽²⁾	⁽²⁾	Common Units	250	⁽²⁾	0	D
Phantom Units	⁽³⁾	09/29/2009		D			375	⁽³⁾	⁽³⁾	Common Units	375	⁽³⁾	0	D
Phantom Units	⁽⁴⁾	09/29/2009		D			500	⁽⁴⁾	⁽⁴⁾	Common Units	500	⁽⁴⁾	0	D

Explanation of Responses:

1. Disposed of pursuant to merger agreement between issuer and Atlas Energy, Inc. (f/k/a Atlas America, Inc.) in exchange for 3,915 shares of Atlas Energy, Inc. common stock, or 1.16 shares of Atlas Energy, Inc. for each unit of the issuer.

2. These phantom units, which represented the right to receive either one Class B common unit of Atlas Energy Resources, LLC or its then fair market value in cash and vest 50% per year beginning January 24, 2010, were assumed by Atlas Energy, Inc. (f/k/a Atlas America, Inc.) in the merger. The phantom units were replaced with 290 phantom shares of Atlas Energy, Inc., or 1.16 shares of Atlas Energy, Inc. for each unit of the issuer, and which contain identical rights and vesting provisions.

3. These phantom units, which represented the right to receive either one Class B common unit of Atlas Energy Resources, LLC or its then fair market value in cash and vest 33.3% per year beginning January 24, 2010, were assumed by Atlas Energy, Inc. (f/k/a Atlas America, Inc.) in the merger. The phantom units were replaced with 435 phantom shares of Atlas Energy, Inc., or 1.16 shares of Atlas Energy, Inc. for each unit of the issuer, and which contain identical rights and vesting provisions.

4. These phantom units, which represented the right to receive either one Class B common unit of Atlas Energy Resources, LLC or its then fair market value in cash and vest 25% per year beginning January 24, 2010, were assumed by Atlas Energy, Inc. (f/k/a Atlas America, Inc.) in the merger. The phantom units were replaced with 580 phantom shares of Atlas Energy, Inc., or 1.16 shares of Atlas Energy, Inc. for each unit of the issuer, and which contain identical rights and vesting provisions.

Remarks:

	Lisa Washington, Attorney-in-Fact	10/01/2009
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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