| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Aris Water Solutions, Inc. [ ARIS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/18/2022 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Common Stock | 11/18/2022 | C | 3,179,324 | A | $0(1) | 3,179,324 | I | See Footnote(2) | ||
| Class A Common Stock | 11/18/2022 | J(3) | 3,179,324 | D | $0(3) | 0 | I | See Footnote(2) | ||
| Class A Common Stock | 11/18/2022 | J(3) | 123,313 | A | $0(3) | 123,313 | I | See Footnote(4) | ||
| Class A Common Stock | 18,689 | D | ||||||||
| Class B Common Stock(5) | 11/18/2022 | J(1) | 3,179,324 | D | $0(1) | 0 | I | See Footnote(2) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Solaris Midstream Holdings, LLC Units | (6) | 11/18/2022 | C | 3,179,324 | (6) | (6) | Class A Common Stock | 3,179,324 | $0(1) | 0 | I | See Footnote(2) | |||
| Explanation of Responses: |
| 1. Pursuant to the Fourth Amended and Restated Limited Liability Company Agreement of Solaris Midstream Holdings, LLC ("Solaris LLC"), dated as of October 26, 2021, included as Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed October 27, 2021 (the "Solaris LLC Agreement"), an aggregate of 3,179,324 shares of the Issuer's Class B common stock were cancelled for no consideration on a one-for-one basis upon the redemption by HBC Water Resources LP ("HBC") and HBC Water Resources II LP ("HBC II" and, together with HBC I, the "HBC Stockholders") of an aggregate of 3,179,324 units in Solaris LLC ("Solaris LLC Units") (together with a corresponding number of shares of Class B common stock) for an aggregate of 3,179,324 shares of the Issuer's Class A common stock. |
| 2. Represents securities held directly by HBC and HBC II. The Reporting Person is a manager of HBC Water Resources GP LP, the general partner of HBC, and is a manager of HBC Water Resources II GP LP, the general partner of HBC II. As a result, the Reporting Person may be deemed to beneficially own the securities owned by HBC and HBC II. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for Section 16 or any other purpose. |
| 3. In accordance with the limited partnership agreements of the HBC Stockholders, the HBC Stockholders made pro rata distributions of an aggregate of 3,179,324 shares of the Issuer's Class A common stock to their respective partners. As a result of such pro rata distributions, Colonnetta Family Partners I, LP ("Colonnetta Partners") received an aggregate of 123,313 shares of the Issuer's Class A common stock. |
| 4. Represents securities held directly by Colonnetta Partners. Colonnetta Management Company LLC ("Colonnetta Management") is the general partner of Colonnetta Partners. The Reporting Person and the Reporting Person's spouse are the managers of Colonnetta Management. As a result, the Reporting Person may be deemed to beneficially own the securities owned by Colonnetta Partners. |
| 5. 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. |
| 6. 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). |
| Remarks: |
| Exhibit List: Exhibit 24.1 - Power of Attorney. |
| /s/ Adrian Milton, as Attorney-in-Fact | 11/21/2022 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||