W. Howard Keenan JR - Oct 26, 2021 Form 4/A - Amendment Insider Report for Aris Water Solutions, Inc. (ARIS)

Role: Director, 10%+ Owner
Signature: /s/ Brenda R. Schroer as Attorney-in-Fact
Stock symbol: ARIS
Transactions as of: Oct 26, 2021
Transactions value $: $0
Form type: 4/A - Amendment
Date filed: 11/9/2021, 07:56 PM
Date Of Original Report: Oct 28, 2021
Previous filing: Oct 21, 2021
Next filing: Nov 18, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	ARIS	Class B Common Stock	Award	$0	+10.3M		$0.00	10.3M	Oct 26, 2021	See Footnote	F1, F2, F3, F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	ARIS	Solaris Midstream Holdings, LLC Units	Award	$0	+10.3M		$0.00	10.3M	Oct 26, 2021	Class A Common Stock	10.3M	$0.00	See Footnote	F2, F3, F4, F5

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

Explanation of Responses:

Id	Content
F1	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.
F2	Immediately prior to closing of the Issuer's initial public offering, the Fourth Amended and Restated Limited Liability Company Agreement of Solaris Midstream Holdings, LLC ("Solaris LLC"), of which the Issuer is the managing member, became effective (the "Solaris LLC Agreement"). Pursuant to the Solaris LLC Agreement, (i) all of the membership interests in Solaris LLC held by its existing owners were converted into a single class of units in Solaris LLC ("Solaris LLC Units") and (ii) Solaris LLC distributed to its members, including Yorktown Energy Partners XI, L.P. ("Yorktown XI"), one share of Class B common stock for each Solaris LLC Unit held by such members, in each case based on the average of the volume weighted average price of shares of the Issuer's Class A common stock for the 10 trading days commencing with the date of the initial listing of the Issuer's Class A common stock on the New York Stock Exchange (the "VWAP").
F3	The number of Solaris LLC Units and shares of Class B common stock that may be deemed to be beneficially owned by the Reporting Person was determined on November 5, 2021 based on the VWAP.
F4	Represents securities held directly by Yorktown XI. The Reporting Person is a member and manager of Yorktown XI Associates LLC, the general partner of Yorktown XI Company LP, which is the general partner of Yorktown XI. As a result, the Reporting Person may be deemed to beneficially own the securities owned by Yorktown XI. 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.
F5	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).