CONOCOPHILLIPS - 26 Oct 2021 Form 3/A - Amendment Insider Report for Aris Water Solutions, Inc. (ARIS)

Source evidence Original filing metadata and source links for verification. 4 source fields
SEC form
3/A - Amendment
Accepted by SEC
09 Nov 2021, 20:00:41 UTC
Original report date
04 Nov 2021
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
CONOCO PHILLIPS By: /s/ Andrew Michael O'Brien Name: Andrew Michael O'Brien Title: Vice President and Treasurer

Key filing fact

CONOCOPHILLIPS filed Form 3/A - Amendment for Aris Water Solutions, Inc. (ARIS) on 09 Nov 2021.

Key facts

  • This page summarizes CONOCOPHILLIPS's Form 3/A - Amendment filing for Aris Water Solutions, Inc. (ARIS).
  • 0 reported transactions and 1 derivative row are listed below.
  • Accepted by SEC: 09 Nov 2021, 20:00.

Change

  • No earlier filing in this sequence is available for direct comparison.
  • Current net transaction value: $0.

Research use

  • This tells you what this filing adds before you inspect full transaction and derivative tables.
  • You can trace every row back to the original SEC filing document.

Evidence

Official SEC source

Ownership activity is grounded in SEC Form 3/A - Amendment disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

ARIS holding

Class B Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
12,873,151
Date
26 Oct 2021
Ownership
See Footnotes
Footnotes
F1, F2, F3, F4, F5

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

ARIS holding Derivative

Solaris Midstream Holdings, LLC Units

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
Date
26 Oct 2021
Ownership
See Footnotes
Underlying class
Class A Common Stock
Underlying amount
12,873,151
Exercise price
$0.000000
Footnotes
F2, F3, F4, F5, F6
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 6 footnotes

Footnote 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.

Footnote 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 COG Operating LLC ("COG Operating LLC"), 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").

Footnote F3

The number of Solaris LLC Units and shares of Class B common stock beneficially owned by the Reporting Person was determined on November 5, 2021 based on the VWAP.

Footnote F4

The shares of Class B common stock of Aris Water Solutions, Inc. and the Solaris LLC Units are held of record by COG Operating LLC. COG Operating LLC is a wholly owned subsidiary of Concho Resources Inc., and Concho Resources Inc. is a wholly owned subsidiary of ConocoPhillips.

Footnote F5

Each of the reporting persons may be deemed to be the beneficial owner of all or a portion of the securities reported herein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, that the reporting persons are the beneficial owners of any securities reported herein, and the reporting persons disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.

Footnote 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).

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