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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Aris Water Solutions, Inc. (Name of Issuer) |
Class A Common Stock, par value $0.01 per share (Title of Class of Securities) |
04041L106 (CUSIP Number) |
12/13/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 04041L106 |
| 1 | Names of Reporting Persons
Gable S Corporation | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,111,738.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
10.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: Gable S Corporation ("Gable") directly holds 3,111,738 shares of Class A common stock, par value $0.01 per share ("Class A Common Stock") of Aris Water Solutions, Inc. (the "Issuer"). Mr. Scott is the President and sole owner of, and may be deemed to beneficially own securities owned by, Gable. On December 13, 2024, the Reporting Persons acquired 3,223,670 shares of Class A Common Stock, which represented 10.5% or more of the shares outstanding. On December 16, 2024, December 17, 2024 and December 18, 2024, Gable sold 57,731 shares of Class A Common Stock, 15,462 shares of Class A Common Stock and 38,739 shares of Class A Common Stock, respectively, in the open market.
The percentage of class represented by the amount in row 9 is presented as a percentage of the outstanding shares of Class A Common Stock and is calculated pursuant to Rule 13d-3 of the Act using 30,682,834 shares of Class A Common Stock outstanding as of November 1, 2024 as disclosed in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the "SEC") on November 5, 2024.
SCHEDULE 13G
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| CUSIP No. | 04041L106 |
| 1 | Names of Reporting Persons
Sherman A. Scott | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,111,738.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
10.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: Gable directly holds 3,111,738 shares of Class A Common Stock of the Issuer. Mr. Scott is the President and sole owner of, and may be deemed to beneficially own securities owned by, Gable. On December 13, 2024, the Reporting Persons acquired 3,223,670 shares of Class A Common Stock, which represented 10.5% or more of the shares outstanding. On December 16, 2024, December 17, 2024 and December 18, 2024, Gable sold 57,731 shares of Class A Common Stock, 15,462 shares of Class A Common Stock and 38,739 shares of Class A Common Stock, respectively, in the open market.
The percentage of class represented by the amount in row 9 is presented as a percentage of the outstanding shares of Class A Common Stock and is calculated pursuant to Rule 13d-3 of the Act using 30,682,834 shares of Class A Common Stock outstanding as of November 1, 2024 as disclosed in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 5, 2024.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Aris Water Solutions, Inc. | |
| (b) | Address of issuer's principal executive offices:
9651 KATY FREEWAY, SUITE 400, HOUSTON, TX, 77024 | |
| Item 2. | ||
| (a) | Name of person filing:
This Schedule 13G is being filed jointly by Gable S Corporation, a Delaware corporation ("Gable") and Sherman A. Scott ("Mr. Scott"). Mr. Scott is the President and sole owner of, and may be deemed to beneficially own securities owned by, Gable.
Gable and Mr. Scott are referred to together as the "Reporting Persons."
The Reporting Persons have entered into a joint filing agreement, a copy of which is attached as Exhibit 99.1. | |
| (b) | Address or principal business office or, if none, residence:
The address of the principal business and principal office of is PO Box 129, Broussard, LA 70518. The address of Mr. Scott is PO Box 364, Dodge, TX 77334. | |
| (c) | Citizenship:
Gable is a Delaware corporation.
Mr. Scott is a citizen of the United States of America. | |
| (d) | Title of class of securities:
Class A Common Stock, par value $0.01 per share | |
| (e) | CUSIP No.:
04041L106 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
(i) Gable is the beneficial owner of 3,111,738 shares of Class A Common Stock.
(ii) Mr. Scott is the beneficial owner of 3,111,738 shares of Class A Common Stock. | |
| (b) | Percent of class:
(i) Gable - 10.1% ; and
(ii) Mr. Scott - 10.1 %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
(i) 0 shares of Class A Common Stock for Gable; and
(ii) 0 shares of Class A Common Stock for Mr. Scott. | ||
| (ii) Shared power to vote or to direct the vote:
(i) 3,111,738 shares of Class A Common Stock for Gable; and
(ii) 3,111,738 shares of Class A Common Stock for Mr. Scott. | ||
| (iii) Sole power to dispose or to direct the disposition of:
(i) 0 shares of Class A Common Stock for Gable; and
(ii) 0 shares of Class A Common Stock for Mr. Scott. | ||
| (iv) Shared power to dispose or to direct the disposition of:
(i) 3,111,738 shares of Class A Common Stock for Gable; and
(ii) 3,111,738 shares of Class A Common Stock for Mr. Scott. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
See Item 2(a). | ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit Information
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99.1 Joint Filing Agreement among the Reporting Persons, dated as of December 20, 2024 |