0001140361-21-037300.txt : 20211109
0001140361-21-037300.hdr.sgml : 20211109
20211109205538
ACCESSION NUMBER: 0001140361-21-037300
CONFORMED SUBMISSION TYPE: 4/A
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20211026
FILED AS OF DATE: 20211109
DATE AS OF CHANGE: 20211109
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Zartler William A
CENTRAL INDEX KEY: 0001520378
FILING VALUES:
FORM TYPE: 4/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40955
FILM NUMBER: 211394043
MAIL ADDRESS:
STREET 1: 600 TRAVIS STREET
STREET 2: SUITE 2310
CITY: HOUSTON
STATE: TX
ZIP: 77002
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Aris Water Solutions, Inc.
CENTRAL INDEX KEY: 0001865187
STANDARD INDUSTRIAL CLASSIFICATION: OIL, GAS FIELD SERVICES, NBC [1389]
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 9811 KATY FREEWAY
STREET 2: SUITE 700
CITY: HOUSTON
STATE: TX
ZIP: 77024
BUSINESS PHONE: (281) 501-3070
MAIL ADDRESS:
STREET 1: 9811 KATY FREEWAY
STREET 2: SUITE 700
CITY: HOUSTON
STATE: TX
ZIP: 77024
FORMER COMPANY:
FORMER CONFORMED NAME: Solaris Water, Inc.
DATE OF NAME CHANGE: 20210601
4/A
1
form4.xml
FORM 4A
X0306
4/A
2021-10-26
2021-10-28
0001865187
Aris Water Solutions, Inc.
ARIS
0001520378
Zartler William A
9811 KATY FREEWAY, SUITE 700
HOUSTON
TX
77024
true
true
Founder and Executive Chairman
Class B Common Stock
2021-10-26
4
A
0
1553091
0
A
1553091
I
See footnote
Solaris Midstream Holdings, LLC Units
0
2021-10-26
4
A
0
1553091
0
A
Class A Common Stock
1553091
1553091
I
See footnote
Each share of Class B common stock has no economic rights but entitles its holder to one vote on all matters to be voted on by stockholders generally.
Immediately prior to closing of the Issuer's initial public offering, the Fourth Amended and Restated Limited Liability Company Agreement of Solaris Midstream Holdings, LLC ("Solaris LLC"), of which the Issuer is the managing member, became effective (the "Solaris LLC Agreement"). Pursuant to the Solaris LLC Agreement, (i) all of the membership interests in Solaris LLC held by its existing owners were converted into a single class of units in Solaris LLC ("Solaris LLC Units") and (ii) Solaris LLC distributed to its members one share of Class B common stock for each Solaris LLC Unit held by such members, in each case based on the average of the volume weighted average price of shares of the Issuer's Class A common stock for the 10 trading days commencing with the date of the initial listing of the Issuer's Class A common stock on the New York Stock Exchange (the "VWAP").
The beneficial ownership interests of the Reporting Person are represented by limited liability company interests in Solaris Midstream Investment, LLC ("Solaris Investment"), which has advised the Issuer that it intends to distribute all of the Solaris LLC Units and shares of the Issuer's Class B common stock it received pursuant to the Solaris LLC Agreement to its members, including Solaris Energy Capital, LLC ("Solaris Energy Capital"), a company controlled by the Reporting Person. Solaris Investment is expected to be wound up and dissolved following the foregoing distribution. The number of Solaris LLC Units and shares of Class B common stock beneficially owned by the Reporting Person was determined on November 5, 2021 based on the VWAP.
Represents securities held by Solaris Energy Capital. The Reporting Person is the sole member of Solaris Energy Capital and has the authority to vote or dispose of the shares held by Solaris Energy Capital in his sole discretion.
Subject to certain limitations and exceptions described in the Solaris LLC Agreement, the Solaris LLC Units (together with a corresponding number of shares of Class B common stock) are redeemable from time to time for shares of Class A common stock of the Issuer (on a one-for-one basis, subject to conversion rate adjustments for stock splits, stock dividends and reclassification and other similar transactions).
/s/ Brenda R. Schroer as Attorney-in-Fact
2021-11-09