Joseph Colonnetta - Nov 18, 2022 Form 4 Insider Report for Aris Water Solutions, Inc. (ARIS)

Signature
/s/ Adrian Milton, as Attorney-in-Fact
Stock symbol
ARIS
Transactions as of
Nov 18, 2022
Transactions value $
$0
Form type
4
Date filed
11/21/2022, 03:53 PM
Previous filing
Jul 5, 2022
Next filing
Jul 5, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ARIS Class A Common Stock Conversion of derivative security $0 +3.18M $0.00 3.18M Nov 18, 2022 See Footnote F1, F2
transaction ARIS Class A Common Stock Other $0 -3.18M -100% $0.00* 0 Nov 18, 2022 See Footnote F2, F3
transaction ARIS Class A Common Stock Other $0 +123K $0.00 123K Nov 18, 2022 See Footnote F3, F4
transaction ARIS Class B Common Stock Other $0 -3.18M -100% $0.00* 0 Nov 18, 2022 See Footnote F1, F2, F5
holding ARIS Class A Common Stock 18.7K Nov 18, 2022 Direct

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 Conversion of derivative security $0 -3.18M -100% $0.00* 0 Nov 18, 2022 Class A Common Stock 3.18M See Footnote F1, F2, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Pursuant to the Fourth Amended and Restated Limited Liability Company Agreement of Solaris Midstream Holdings, LLC ("Solaris LLC"), dated as of October 26, 2021, included as Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed October 27, 2021 (the "Solaris LLC Agreement"), an aggregate of 3,179,324 shares of the Issuer's Class B common stock were cancelled for no consideration on a one-for-one basis upon the redemption by HBC Water Resources LP ("HBC") and HBC Water Resources II LP ("HBC II" and, together with HBC I, the "HBC Stockholders") of an aggregate of 3,179,324 units in Solaris LLC ("Solaris LLC Units") (together with a corresponding number of shares of Class B common stock) for an aggregate of 3,179,324 shares of the Issuer's Class A common stock.
F2 Represents securities held directly by HBC and HBC II. The Reporting Person is a manager of HBC Water Resources GP LP, the general partner of HBC, and is a manager of HBC Water Resources II GP LP, the general partner of HBC II. As a result, the Reporting Person may be deemed to beneficially own the securities owned by HBC and HBC II. 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.
F3 In accordance with the limited partnership agreements of the HBC Stockholders, the HBC Stockholders made pro rata distributions of an aggregate of 3,179,324 shares of the Issuer's Class A common stock to their respective partners. As a result of such pro rata distributions, Colonnetta Family Partners I, LP ("Colonnetta Partners") received an aggregate of 123,313 shares of the Issuer's Class A common stock.
F4 Represents securities held directly by Colonnetta Partners. Colonnetta Management Company LLC ("Colonnetta Management") is the general partner of Colonnetta Partners. The Reporting Person and the Reporting Person's spouse are the managers of Colonnetta Management. As a result, the Reporting Person may be deemed to beneficially own the securities owned by Colonnetta Partners.
F5 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.
F6 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).

Remarks:

Exhibit List: Exhibit 24.1 - Power of Attorney.