Sealy & Smith Foundation - Dec 15, 2023 Form 4 Insider Report for Atlas Energy Solutions Inc. (AESI)

Role: 10%+ Owner
Signature: /s/ Douglas G. Rogers, Executive Director and Secretary/Treasurer of The Sealy & Smith Foundation
Stock symbol: AESI
Transactions as of: Dec 15, 2023
Transactions value $: $0
Form type: 4
Date filed: 4/19/2024, 01:16 PM
Previous filing: Sep 22, 2023

Transactions Table

Type	Sym	Class	Transaction	Shares	Change %	Shares After	Date	Ownership	Footnotes
transaction	AESI	Common Stock	Other	+8.06K		8.06K	Dec 15, 2023	See Footnote	F1, F2
transaction	AESI	Common Stock	Other	+6.87K	+85.23%	14.9K	Mar 13, 2024	See Footnote	F1, F2
holding	AESI	Common Stock				14.8M	Dec 15, 2023	Direct

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Consists of shares of Common Stock underlying restricted stock units awarded to Douglas G. Rogers pursuant to the Atlas Energy Solutions Inc. 2023 Long Term Incentive Plan. Mr. Rogers is a director of the issuer, Atlas Energy Solutions Inc. ("Atlas"), and serves as Executive Director of the reporting person, The Sealy & Smith Foundation, a charitable foundation (the "Foundation"). The Foundation and Mr. Rogers have entered into an Outside Compensation Agreement dated as of November 15, 2023 (the "Agreement"), which requires that all compensation received by Mr. Rogers from Atlas in connection with Mr. Rogers' service as a director of Atlas be transferred to the Foundation. Under the Agreement, equity awards granted to Mr. Rogers subject to vesting conditions are required to be transferred, for no consideration, to the Foundation upon vesting and are held by Mr. Rogers for the benefit of the Foundation until the transfer to the Foundation is complete.
F2	(Continued from footnote 1)The award of 8,056 RSUs granted to Mr. Rogers on December 15, 2023 vested in full on March 13, 2024. The award of 6,866 RSUs granted to Mr. Rogers on March 13, 2024 vests in full on the first anniversary of the grant date, subject to continued service by Mr. Rogers through the vesting date. Subsequent to the granting of these awards, the Foundation determined, on the advice of counsel, that it was appropriate for the Foundation to report the acquisition of indirect beneficial ownership of the underlying shares of Common Stock upon the grant of the awards to Mr. Rogers rather than reporting the direct acquisition of the shares following vesting of the awards.

Content

Consists of shares of Common Stock underlying restricted stock units awarded to Douglas G. Rogers pursuant to the Atlas Energy Solutions Inc. 2023 Long Term Incentive Plan. Mr. Rogers is a director of the issuer, Atlas Energy Solutions Inc. ("Atlas"), and serves as Executive Director of the reporting person, The Sealy & Smith Foundation, a charitable foundation (the "Foundation"). The Foundation and Mr. Rogers have entered into an Outside Compensation Agreement dated as of November 15, 2023 (the "Agreement"), which requires that all compensation received by Mr. Rogers from Atlas in connection with Mr. Rogers' service as a director of Atlas be transferred to the Foundation. Under the Agreement, equity awards granted to Mr. Rogers subject to vesting conditions are required to be transferred, for no consideration, to the Foundation upon vesting and are held by Mr. Rogers for the benefit of the Foundation until the transfer to the Foundation is complete.

(Continued from footnote 1)The award of 8,056 RSUs granted to Mr. Rogers on December 15, 2023 vested in full on March 13, 2024. The award of 6,866 RSUs granted to Mr. Rogers on March 13, 2024 vests in full on the first anniversary of the grant date, subject to continued service by Mr. Rogers through the vesting date. Subsequent to the granting of these awards, the Foundation determined, on the advice of counsel, that it was appropriate for the Foundation to report the acquisition of indirect beneficial ownership of the underlying shares of Common Stock upon the grant of the awards to Mr. Rogers rather than reporting the direct acquisition of the shares following vesting of the awards.