☐
|
Rule 13d-1(b)
|
☐
|
Rule 13d-1(c)
|
☒
|
Rule 13d-1(d)
|
*
|
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
|
CUSIP No. 04041L106
|
SCHEDULE 13G
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
William A. Zartler
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☐
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
United States of America
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
1,666,692 (1)(2)
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
1,666,692 (1)(2)
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
1,666,692 (1)(2)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
5.9% (3)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IN
|
|
|
|||
|
|
(1)
|
Consists of (i) 86,450 shares of Class A common stock, par value $0.01 per share (“Class A Common Stock”), of Aris Water Solutions, Inc. (the “Issuer”) owned of record by William A. Zartler, (ii) 1,064,617
shares of Class A Common Stock issuable to Solaris Energy Capital, LLC (“Solaris Energy Capital”) upon the redemption of an equal number of units in Solaris Midstream Holdings, LLC (“Solaris LLC Units”) (together with a corresponding number
of shares of Class B common stock, par value $0.01 per share (“Class B Common Stock”), of the Issuer) owned of record by Solaris Energy Capital, (iii) 488,474 shares of Class A Common Stock issuable to Mr. Zartler upon the redemption of an
equal number of Solaris LLC Units (together with a corresponding number of shares of Class B Common Stock) owned of record by Mr. Zartler and (iv) 27,151 shares of Class A Common Stock issuable to Mr. Zartler upon the vesting of an equal
number of restricted stock units (“RSUs”) granted under the Aris Water Solutions, Inc. 2021 Equity Incentive Plan, which are scheduled to vest within 60 days of December 31, 2022. Each RSU represents the right to receive one share of Class
A Common Stock. Mr. Zartler is the sole member of Solaris Energy Capital and has the authority to vote and dispose of the shares held by Solaris Energy Capital in his sole discretion. As a result, Mr. Zartler may be deemed to beneficially
own all of the securities owned by Solaris Energy Capital.
|
(2) |
Subject to certain limitations and exceptions described in the Fourth Amended and Restated Limited Liability Company Agreement of Solaris Midstream Holdings, LLC, of which the Issuer is the manager member, 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 (on a one-for-one basis, subject to conversion rate adjustments for stock splits,
stock dividends and reclassification and other similar transactions).
|
(3)
|
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 26,514,063
shares of Class A Common Stock outstanding as of November 8, 2022 as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 10, 2022, plus (i) 1,553,091 shares of Class A Common
Stock issuable upon redemption from time to time on a one-for-one basis of an equal number of Solaris LLC Units, together with a corresponding number shares of Class B Common Stock, beneficially owned by Mr. Zartler (subject to conversion
rate adjustments for stock splits, stock dividends and reclassification and other similar transactions), and (ii) 27,151 shares of Class A Common Stock issuable to Mr. Zartler upon the vesting of 27,151 RSUs, which are scheduled to vest
within 60 days of December 31, 2022.
|
CUSIP No. 04041L106
|
SCHEDULE 13G
|
Item 1(a). |
Name of Issuer
|
Item 1(b).
|
Address of Issuer’s Principal Executive Offices
|
Item 2(a). |
Name of Person Filing
|
Item 2(b). |
Address of Principal Business Office or, if None, Residence
|
Item 2(c).
|
Citizenship
|
Item 2(d).
|
Title of Class of Securities
|
Item 2(e).
|
CUSIP Number
|
Item 3. |
If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
|
CUSIP No. 04041L106
|
SCHEDULE 13G
|
Item 4. |
Ownership
|
(a) |
- (c)
|
Item 5. |
Ownership of Five Percent or Less of a Class.
|
Item 6. |
Ownership of More than Five Percent on Behalf of Another Person.
|
Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
|
Item 8. |
Identification and Classification of Members of the Group.
|
Item 9. |
Notice of Dissolution of Group.
|
Item 10. |
Certifications.
|
CUSIP No. 04041L106
|
SCHEDULE 13G
|
Dated: February 14, 2023
|
||
/s/ William A. Zartler
|
||
William A. Zartler
|