13D Filing: Omega Advisors and Atlas Energy Group LLC (ATLS)

CUSIP No. 04929Q102

13D

Page 2 of 5 Pages

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Leon G. Cooperman

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

(a)

☐

(b)

☒

3

SEC USE ONLY

4

SOURCE OF FUNDS (SEE INSTRUCTIONS)

WC

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

☐

6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF COMMON UNITS BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

7

SOLE VOTING POWER

3,520,173

8

SHARED VOTING POWER

0

9

SOLE DISPOSITIVE POWER

3,520,173

10

SHARED DISPOSITIVE POWER

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,520,173 Common Units. This includes 2,955,718 Common Units that were converted from Series A Preferred Units (945,830 of the Issuer’s Series A Preferred Units, which included 122,899 Series A Preferred Units which were issued from time to time as paid-in kind distribution on the Series A Preferred Units).  This also includes 564,455 Common Units that may be acquired by the Foundation after April 27, 2016, under the Second Lien Credit Agreement in which the Foundation (as defined below) participated, by the exercise of a Warrant to purchase the Common Units for $.20 per Common Unit subject to customary anti-dilution provisions.

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

13.22% (Based upon 26,061,818 Common Units outstanding, as set forth in the Issuer’s Form 10-Q filed May 15, 2017, plus 564,455 Common Units issuable pursuant to the exercise of the Warrant.)

14

TYPE OF REPORTING PERSON (see instructions)

IN