Filing Details

Represents shares of Class A common stock, par value $0.01 per share (“Class A Common Stock”), of Aris Water Solutions, Inc. (the “Issuer”) issuable to HBC Water Resources LP (“HBC Water”) upon the redemption of an equal number of units in Solaris Midstream Holdings, LLC (“Solaris LLC Units”) (together with a corresponding number of shares of Class B common stock, par value $0.01 per share (“Class B Common Stock”), of the Issuer).  Subject to certain limitations and exceptions described in the Fourth Amended and Restated Limited Liability Company Agreement of Solaris Midstream Holdings, LLC (“Solaris LLC”), of which the Issuer is the manager member (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 (on a one-for-one basis, subject to conversion rate adjustments for stock splits, stock dividends and reclassification and other similar transactions).

1,811,085 shares of Class B Common Stock and 1,811,085 Solaris LLC Units are held of record by HBC Water. HBC Water Resources GP LP (“HBC GP”) is the general partner of HBC Water.  Joseph Colonnetta and J. Hale Hoak are the managers of HBC GP.  As such, each of Mr. Colonnetta and Mr. Hoak have the power to vote and dispose of the securities held by HBC Water and may be deemed to be a beneficial owner of all securities reported herein.  Each of Mr. Colonnetta and Mr. Hoak disclaims beneficial ownership of all securities reported herein in excess of his pecuniary interests therein.

The percentage of class represented by the amount in row 9 is presented as a percentage of the outstanding shares of Class A Common Stock and is calculated pursuant to Rule 13d-3 of the Act using 20,297,500 shares of Class A Common Stock outstanding as of November 1, 2021 as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 10, 2021, plus 1,811,085 Solaris LLC Units that may be deemed to be beneficially owned by HBC Water which, together with an equal number of shares of Class B Common Stock, are redeemable from time to time on a one-for-one basis for shares of Class A Common Stock (subject to conversion rate adjustments for stock splits, stock dividends and reclassification and other similar transactions) and is calculated assuming no redemption of any other Solaris LLC Units (or corresponding number of shares of Class B Common Stock).

Represents shares of Class A Common Stock issuable to HBC Water Resources II LP (“HBC Water II” and, together with HBC Water, the “HBC Holders”) upon the redemption of an equal number of Solaris LLC Units (together with a corresponding number of shares of Class B Common Stock).  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 (on a one-for-one basis, subject to conversion rate adjustments for stock splits, stock dividends and reclassification and other similar transactions).

1,368,239 shares of Class B Common Stock and 1,368,239 Solaris LLC Units are held of record by HBC Water II. HBC Water Resources II GP LP (“HBC GP II”) is the general partner of HBC Water II.  Joseph Colonnetta and J. Hale Hoak are the managers of HBC GP II.  As such, each of Mr. Colonnetta and Mr. Hoak have the power to vote and dispose of the securities held by HBC Water II and may be deemed to be a beneficial owner of all securities reported herein.  Each of Mr. Colonnetta and Mr. Hoak disclaims beneficial ownership of all securities reported herein in excess of his pecuniary interests therein.

The percentage of class represented by the amount in row 9 is presented as a percentage of the outstanding shares of Class A Common Stock and is calculated pursuant to Rule 13d-3 of the Act using 20,297,500 shares of Class A Common Stock outstanding as of November 1, 2021 as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 10, 2021, plus 1,368,239 Solaris LLC Units that may be deemed to be beneficially owned by HBC Water II which, together with an equal number of shares of Class B Common Stock, are redeemable from time to time on a one-for-one basis for shares of Class A Common Stock (subject to conversion rate adjustments for stock splits, stock dividends and reclassification and other similar transactions) and is calculated assuming no redemption of any other Solaris LLC Units (or corresponding number of shares of Class B Common Stock).

Represents 1,811,085 and 1,368,239 shares of Class A Common Stock issuable to HBC Water and HBC Water II, respectively, upon the redemption of an equal number of Solaris LLC Units (together with a corresponding number of shares of Class B Common Stock).  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 (on a one-for-one basis, subject to conversion rate adjustments for stock splits, stock dividends and reclassification and other similar transactions).

1,811,085 shares of Class B Common Stock and 1,811,085 Solaris LLC Units are held of record by HBC Water.  1,368,239 shares of Class B Common Stock and 1,368,239 are held of record by HBC Water II.  HBC GP is the general partner of HBC Water and HBC GP II is the general partner of HBC Water II.  Joseph Colonnetta and J. Hale Hoak are the managers of each of HBC GP and HBC GP II.  As such, each of Mr. Colonnetta and Mr. Hoak have the power to vote and dispose of the securities held by each of the HBC Holders and may be deemed to be a beneficial owner of an aggregate of 3,179,324 shares of Class A Common Stock held of record by the HBC Holders.  Each of Mr. Colonnetta and Mr. Hoak disclaims beneficial ownership of all securities reported herein in excess of his pecuniary interests therein.

The percentage of class represented by the amount in row 9 is presented as a percentage of the outstanding shares of Class A Common Stock and is calculated pursuant to Rule 13d-3 of the Act using 20,297,500 shares of Class A Common Stock outstanding as of November 1, 2021 as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 10, 2021, plus 3,179,324 Solaris LLC Units that may be deemed to be beneficially owned by Mr. Colonnetta which, together with an equal number of shares of Class B Common Stock, are redeemable from time to time on a one-for-one basis for shares of Class A Common Stock (subject to conversion rate adjustments for stock splits, stock dividends and reclassification and other similar transactions) and is calculated assuming no redemption of any other Solaris LLC Units (or corresponding number of shares of Class B Common Stock).

Represents 1,811,085 and 1,368,239 shares of Class A Common Stock issuable to HBC Water and HBC Water II, respectively, upon the redemption of an equal number of Solaris LLC Units (together with a corresponding number of shares of Class B Common Stock).  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 (on a one-for-one basis, subject to conversion rate adjustments for stock splits, stock dividends and reclassification and other similar transactions).

1,811,085 shares of Class B Common Stock and 1,811,085 Solaris LLC Units are held of record by HBC Water.  1,368,239 shares of Class B Common Stock and 1,368,239 are held of record by HBC Water II.  HBC GP is the general partner of HBC Water and HBC GP II is the general partner of HBC Water II.  Joseph Colonnetta and J. Hale Hoak are the managers of each of HBC GP and HBC GP II.  As such, each of Mr. Colonnetta and Mr. Hoak have the power to vote and dispose of the securities held by each of the HBC Holders and may be deemed to be a beneficial owner of an aggregate of 3,179,324 shares of Class A Common Stock held of record by the HBC Holders.  Each of Mr. Colonnetta and Mr. Hoak disclaims beneficial ownership of all securities reported herein in excess of his pecuniary interests therein.

The percentage of class represented by the amount in row 9 is presented as a percentage of the outstanding shares of Class A Common Stock and is calculated pursuant to Rule 13d-3 of the Act using 20,297,500 shares of Class A Common Stock outstanding as of November 1, 2021 as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 10, 2021, plus 3,179,324 Solaris LLC Units that may be deemed to be beneficially owned by Mr. Hoak which, together with an equal number of shares of Class B Common Stock, are redeemable from time to time on a one-for-one basis for shares of Class A Common Stock (subject to conversion rate adjustments for stock splits, stock dividends and reclassification and other similar transactions) and is calculated assuming no redemption of any other Solaris LLC Units (or corresponding number of shares of Class B Common Stock).

Name of Issuer

Address of Issuer’s Principal Executive Offices

Name of Person Filing

HBC Water Resources LP, a Texas limited partnership (“HBC Water”);

HBC Water Resources II LP, a Texas limited partnership (“HBC Water II”);

Joseph Colonnetta (“Mr. Colonnetta”); and

J. Hale Hoak (“Mr. Hoak”).

Title of Class of Securities

If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

Ownership

Ownership of Five Percent or Less of a Class.

Ownership of More than Five Percent on Behalf of Another Person.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

Identification and Classification of Members of the Group.

Notice of Dissolution of Group.

Certifications.