8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 12, 2016

Atlas Resource Partners, L.P.

(Exact name of registrant as specified in its charter)

Delaware	001-35317	45-3591625
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Park Place Corporate Center One

1000 Commerce Drive, Suite 400

Pittsburgh, PA 15275

(Address of principal executive offices, including zip code)

800-251-0171

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On July 12, 2016, Atlas Resource Partners, L.P. (the “Company”) was notified by the New York Stock Exchange (the “NYSE”) that the NYSE has determined to commence proceedings to delist its common units (the “Common Units”) from the NYSE as a result of the Company’s failure to comply with the continued listing standard set forth in Section 802.01C of the NYSE Listed Company Manual to maintain an average closing price of not less than $1.00 over a consecutive 30 trading day period. The Company’s two preferred unit classes, 8.625% Class D Cumulative Redeemable Perpetual Preferred Units and 10.75% Class E Cumulative Redeemable Perpetual Preferred Units (collectively, the “Preferred Units”), will also be delisted.

The NYSE has informed the Company that it will apply to the Securities and Exchange Commission to delist the Common Units and Preferred Units upon completion of all applicable procedures, including any appeal by the Company of the NYSE’s decision. The Company does not intend to appeal the delisting determination. The Common Units and Preferred Units began trading on the OTCQX Market on Wednesday, July 13, 2016, with the symbol “ARPJ” for the Common Units, “ARPJP” for the Class D Preferred Units and “ARPJN” for the Class E Preferred Units. The Company will remain subject to the public reporting requirements of the Securities and Exchange Commission following the transfers to the OTCQX.

Item 7.01 Regulation FD Disclosure.

The Company issued a press release on July 12, 2016, announcing that it received the notice of noncompliance with the NYSE’s continued listing standard and that the Common Units and Preferred Units will begin trading on the OTCQX on July 13, 2016. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are attached hereto and filed herewith

Exhibit No.	Description
99.1	Press release dated July 12, 2016.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ATLAS RESOURCE PARTNERS, L.P.
	By: Atlas Energy Group, LLC, its general partner
Dated: July 13, 2016	By:	/s/ Lisa Washington
	Name:	Lisa Washington
	Title:	Vice President, Chief Legal Officer and Secretary

EX-99.1

Exhibit 99.1

NEWS RELEASE

ATLAS RESOURCE PARTNERS, L.P. ANTICIPATES COMMON AND PREFERRED

UNITS TO BEGIN TRADING ON THE OTCQX MARKET

Fort Worth, TX – July 12, 2016 - Atlas Resource Partners, L.P. (NYSE: ARP) (“ARP” or the “Company”) today announced that it received notification from the New York Stock Exchange (“NYSE”) that the NYSE has commenced proceedings to delist the Company’s common units as a result of the Company’s failure to comply with the continued listed standards set forth in Section 802.01C of the NYSE Listed Company Manual, which requires that the common units must achieve a closing price of $1.00 per unit on both the last trading day of any calendar month within the prior six months and at least $1.00 average unit price over the 30 trading days preceding the end of that month. The NYSE suspended trading in the Company’s common units, as well as in its two preferred unit issues listed on the NYSE, effective immediately.

The NYSE has informed the Company that it will apply to the Securities and Exchange Commission to delist the common units and preferred units upon completion of all applicable procedures, including any appeal by the Company of the NYSE’s decision. The Company does not intend to appeal the delisting determination. The Company anticipates that its common units, Class D preferred units and Class E preferred units will begin trading on the OTCQX Best Market on Wednesday, July 13, 2016. The Company expects its OTCQX common unit ticker symbol to be “ARPJ,” its Class D preferred unit ticker symbol to be “ARPJP” and its Class E preferred unit ticker symbol to be “ARPJN.” The Company will remain subject to the public reporting requirements of the Securities and Exchange Commission following the transfers to the OTCQX.

Atlas Resource Partners, L.P. (ARP) is an exploration & production master limited partnership which owns an interest in over 14,500 natural gas and oil wells, located primarily in Appalachia, the Barnett Shale (TX), the Mississippi Lime (OK), the Eagle Ford Shale (TX), the Raton Basin (NM), Black Warrior Basin (AL) and the Rangely Field (CO). ARP is also the largest sponsor of natural gas and oil investment partnerships in the U.S. For more information, please visit our website at www.atlasresourcepartners.com, or contact Investor Relations at InvestorRelations@atlasenergy.com.

Cautionary Note Regarding Forward-Looking Statements

Certain matters discussed within this press release are forward-looking statements. Although the Company believes the expectations reflected in such forward-looking statements are based on reasonable assumptions, it can give no assurance that its expectations will be attained. Such forward-looking statements include, but are not limited to, statements about what market the Company’s securities will trade on in the future and whether or not such securities will continue to trade on that market and what actions the Company may take in response to the NYSE’s decision. The Company’s plans, objectives, expectations and intentions and other statements that are not historical facts. Risks, assumptions and uncertainties that could cause actual results to materially differ from the forward-looking statements include, but are not limited to, those associated with general economic and business conditions; the impact of delisting from the NYSE, including on market capitalization and trading prices; ARP’s level of indebtedness, potential changes to ARP’s capital structure, including refinancing, restructuring, or reorganizing its indebtedness; leverage and liquidity, including reductions in its borrowing base that may require repayment, and covenant compliance; changes in government environmental policies and other environmental risks; the availability of drilling equipment and the timing of production; tax consequences of potential balance sheet and other transactions; and other risks, assumptions and uncertainties detailed from time to time in ARP’s reports filed with the U.S. Securities and Exchange Commission, including quarterly reports on Form 10-Q, current reports on Form 8-K, and annual reports on Form 10-K. Forward-looking statements speak only as of the date hereof, and ARP assumes no obligation to update such statements, except as may be required by applicable law.