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^*

COOPERMAN LEON G

(Last)

(First)

(Middle)

11431 W. PALMETTO PARK ROAD

(Street)

BOCA RATON

33428

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Atlas Energy Group, LLC [ ATLS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/09/2016

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	03/09/2016		S		76,100	D	$0.53⁽¹⁾	396,673	I	Omega Capital Partners⁽²⁾
Common Units	03/10/2016		S		44,600	D	$0.51⁽³⁾	352,073	I	Omega Capital Partners⁽²⁾
Common Units	03/11/2016		S		79,100	D	$0.52⁽³⁾	272,973	I	Omega Capital Partners⁽²⁾
Common Units	03/14/2016		S		50,000	D	$0.51⁽⁴⁾	222,973	I	Omega Capital Partners⁽²⁾
Common Units	03/15/2016		S		222,973	D	$0.45⁽⁵⁾	0	I	Omega Capital Partners⁽²⁾
Common Units	03/09/2016		S		41,600	D	$0.53⁽¹⁾	216,845	I	Omega Equity Investors⁽⁶⁾
Common Units	03/10/2016		S		24,400	D	$0.51⁽³⁾	192,445	I	Omega Equity Investors⁽⁶⁾
Common Units	03/11/2016		S		43,200	D	$0.52⁽³⁾	149,245	I	Omega Equity Investors⁽⁶⁾
Common Units	03/14/2016		S		27,222	D	$0.51⁽⁴⁾	122,023	I	Omega Equity Investors⁽⁶⁾
Common Units	03/15/2016		S		122,023	D	$0.45⁽⁵⁾	0	I	Omega Equity Investors⁽⁶⁾
Common Units	03/09/2016		S		35,800	D	$0.53⁽¹⁾	186,621	I	Omega Capital Investors⁽⁶⁾
Common Units	03/10/2016		S		20,900	D	$0.51	165,721	I	Omega Capital Investors⁽⁷⁾
Common Units	03/11/2016		S		37,241	D	$0.52⁽³⁾	128,480	I	Omega Capital Investors⁽⁷⁾
Common Units	03/14/2016		S		23,600	D	$0.51⁽⁴⁾	104,880	I	Omega Capital Investors⁽⁷⁾
Common Units	03/15/2016		S		104,880	A	$0.45⁽⁵⁾	0	I	Omega Capital Investors⁽⁷⁾
Common Units								759,662	D
Common Units								100,000	I	Spouse⁽⁸⁾⁽¹⁰⁾

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)
Series A Preferred Units	⁽⁹⁾							⁽⁹⁾	⁽⁹⁾	Common Units	2,500,000		800,000⁽⁹⁾	D

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $.50-$.58, inclusive. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth above.

2. The securities are held in the account of Omega Capital Partners, LP, a private investment entity over which the reporting person has investment discretion. The reporting person disclaims beneficial ownership except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership for purposes of Section 16 or for any other purpose.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $.50-$.54, inclusive. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth above.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $.50-$.53, inclusive. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth above.

5. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $.44-$.52, inclusive. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth above.

6. The securities are held in the account of Omega Equity Investors, LP, a private investment entity over which the reporting person has investment discretion. The reporting person disclaims beneficial ownership except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership for purposes of Section 16 or for any other purpose.

7. The securities are held in the account of Omega Capital Investors, LP, a private investment entity over which the reporting person has investment discretion. The reporting person disclaims beneficial ownership except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership for purposes of Section 16 or for any other purpose.

8. The securities are held in the account of Toby Cooperman over which the reporting person has investment discretion. The reporting person disclaims beneficial ownership, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership for purposes of Section 16 or for any other purpose.

9. Series A Preferred Units are convertible into the Issuer's common units, at the holder's option, any time. The Series A Preferred Units are convertible into a number of common units equal to the $25 liquidation preference divided by the conversion price, which is equal to the greater of (x) $8.00 per common unit and (y) the lesser of (i) 110% of the volume weighted average price for the Issuer's common units on the NYSE over the 30 trading days following the Distribution Date and (ii) $16.00 per common unit. The Series A Preferred Units have no expiration date.

10. The securities are held in the account of Toby Cooperman over which the reporting person has investment discretion. The reporting person disclaims beneficial ownership, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership for purposes of Section 16 or for any other purpose.

	Alan M. Stark, attorney in fact, Power of Attorney on file	03/15/2016
	** 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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