| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIPFiled 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). | ||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | ||||||||||||||||
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) 03/17/2025 | ||||||||||||||||||||||||||
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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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| 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) | |||
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| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Common Stock | 03/17/2025 | C(1) | 1,000,000 | A | $0(1) | 1,000,000(2) | I | See Footnote(3) | ||
| Class A Common Stock | 03/17/2025 | S | 1,000,000 | D | $27.7 | 0(2) | I | See Footnote(3) | ||
| Class B Common Stock(4) | 03/17/2025 | J(1) | 1,000,000 | D | $0(1)(5) | 9,304,608(2) | I | See Footnote(3) | ||
| 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) | ||||
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Solaris Midstream Holdings, LLC Units | $0(1)(5) | 03/17/2025 | C(1) | 1,000,000(2) | (5) | (5) | Class A Common Stock | 9,304,608(2) | $0(5) | 9,304,608(2) | I | See Footnote(3) | |||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. On March 17, 2025, Yorktown Energy Partners XI, L.P. ("Yorktown XI") requested that 1,000,000 shares of Class B common stock of the Issuer ("Class B common stock") and 1,000,000 units of Solaris Midstream Holdings, LLC ("Solaris LLC") be redeemed, and Solaris LLC elected to redeem such securities for an aggregate of 1,000,000 shares of Class A common stock of the Issuer. |
| 2. The reporting persons disclaim beneficial ownership of these securities except to the extent of their pecuniary interests therein, and this report shall not be deemed an admission that any reporting person is the beneficial owner of the securities for Section 16 or any other purpose. |
| 3. These securities are held directly by Yorktown XI, whose general partner is Yorktown XI Company LP ("Yorktown XI Company"), whose general partner is Yorktown XI Associates LLC ("Yorktown XI Associates"). Yorktown XI Company and Yorktown XI Associates are indirect beneficial owners of the reported securities. |
| 4. 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. |
| 5. Subject to certain limitations and exceptions described in the Fourth Amended and Restated Limited Liability Company Agreement of Solaris LLC, the units of Solaris LLC 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), with a corresponding number of shares of Class B common stock cancelled for no consideration. |
| Yorktown Energy Partners XI, L.P. By: Yorktown XI Company LP, its general partner, By: Yorktown XI Associates LLC, its general partner By: /s/ W. Howard Keenan, Jr., Managing Member | 03/19/2025 | |
| Yorktown XI Company LP By: Yorktown XI Associates LLC, its general partner By: /s/ W. Howard Keenan, Jr., Managing Member | 03/19/2025 | |
| Yorktown XI Associates LLC /s/ W. Howard Keenan, Jr., Managing Member | 03/19/2025 | |
| ** 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.