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