HBC Water Resources LP - Nov 5, 2021 Form 3 Insider Report for Aris Water Solutions, Inc. (ARIS)

Role
10%+ Owner
Signature
HBC Water Resources LP By: HBC Water Resources GP LP, its general partner, By: /s/ Joseph Colonnetta Name: Joseph Colonnetta Title: Manager
Stock symbol
ARIS
Transactions as of
Nov 5, 2021
Transactions value $
$0
Form type
3
Date filed
11/9/2021, 08:04 PM

Transactions Table

Type Sym Class Transaction Value $ Shares Change % Price $ Shares After Date Ownership Footnotes
holding ARIS Class B Common Stock 3.18M Nov 5, 2021 Direct F1, F2, F3

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
holding ARIS Solaris Midstream Holdings, LLC Units Nov 5, 2021 Class A Common Stock 3.18M $0.00 Direct F2, F3, F4

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 HBC Water Resources LP ("HBC") and HBC Water Resources II LP ("HBC II"), 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 beneficially owned by the reporting persons was determined on November 5, 2021 based on the VWAP. HBC and HBC II directly own 1,811,085 and 1,368,239 shares of Class B common stock, respectively, and an equal number of Solaris LLC Units.
F4 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).