|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment No. 1)*
|
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) |
03/31/2025 (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)
|
| Rule 13d-1(c)
|
 Rule 13d-1(d)
|
SCHEDULE 13G
|
| CUSIP No. | 04041L106 |
| 1 | Names of Reporting Persons
Yorktown Energy Partners XI, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
9,304,608.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
22.18 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
|
| CUSIP No. | 04041L106 |
| 1 | Names of Reporting Persons
YORKTOWN XI COMPANY LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
9,304,608.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
22.18 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
|
| CUSIP No. | 04041L106 |
| 1 | Names of Reporting Persons
YORKTOWN XI ASSOCIATES LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
9,304,608.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
22.18 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
Aris Water Solutions, Inc. | |
| (b) | Address of issuer's principal executive offices:
9651 Katy Freeway, Suite 400, Houston, Texas, 77024 | |
| Item 2. | ||
| (a) | Name of person filing:
This statement is jointly filed by Yorktown Energy Partners XI, L.P., a Delaware limited partnership ("Yorktown XI"), Yorktown XI Company LP, a Delaware limited partnership and the general partner of Yorktown XI ("Yorktown XI Company"), and Yorktown XI Associates LLC, a Delaware limited liability company and the general partner of Yorktown XI Company ("Yorktown XI Associates", and collectively, with Yorktown XI and Yorktown XI Company, the "Reporting Persons"). | |
| (b) | Address or principal business office or, if none, residence:
The principal business office address of Yorktown XI, Yorktown XI Company and Yorktown XI Associates is 410 Park Avenue, 20th Floor, New York, New York 10022. | |
| (c) | Citizenship:
Each of Yorktown XI, Yorktown XI Company and Yorktown XI Associates is organized under the laws of the state of Delaware. | |
| (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);
| |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
| |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
| |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
| |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
| |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
| |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
| |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
| |
| (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);
| |
| (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).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
Beneficial ownership of the Class A common stock, par value $0.01 per share ("Class A Common Stock"), of Aris Water Solutions, Inc., a Delaware corporation (the "Issuer") referred to herein is being reported hereunder solely because the reporting person directly owns or may be deemed to beneficially own 9,304,608 shares of Class B common stock of the Issuer ("Class B Common Stock") and 9,304,608 membership interests ("Solaris LLC Units") in Solaris Midstream Holdings, LLC ("Solaris LLC"), which are exchangeable for shares of Class A Common Stock on a one-for-one basis, pursuant to the Fourth Amended and Restated Limited Liability Company Agreement of Solaris LLC. Neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission by any reporting person that it is the beneficial owner of any of the securities referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed. | |
| (b) | Percent of class:
Based on 32,641,526 shares of Class A Common Stock of the Issuer issued and outstanding as of May 5, 2025 as reported on the Issuer's Form 10-Q filed with the Securities and Exchange Commission on May 7, 2025 and 9,304,608 shares of Class A Common Stock issuable upon the exchange of shares of Class B Common Stock together with Solaris LLC Units as described above. %
| |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
These securities are directly held by Yorktown XI. Yorktown XI Company is the sole general partner of Yorktown XI and Yorktown XI Associates is the sole general partner of Yorktown XI Company. As a result, Yorktown XI Company and Yorktown XI Associates may be deemed to have the power to vote or direct the vote or to dispose or direct the disposition of the shares owned by Yorktown XI. Yorktown XI Company and Yorktown XI Associates disclaim beneficial ownership of the securities owned by Yorktown XI in excess of its pecuniary interests therein. | ||
| (ii) Shared power to vote or to direct the vote:
| ||
| (iii) Sole power to dispose or to direct the disposition of:
The information provided in Item 4(c)(i) is incorporated herein by reference into this Item 4(c)(iii). | ||
| (iv) Shared power to dispose or to direct the disposition of:
| ||
| 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
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
Not Applicable
|
| 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.
|
|
|
|
|
|
|