Filing Details
- Accession Number:
- 0001193125-23-268348
- Form Type:
- 13D Filing
- Publication Date:
- 2023-10-31 20:00:00
- Filed By:
- Brigham Ben M
- Company:
- Atlas Energy Solutions Inc.
- Filing Date:
- 2023-11-01
- SEC Url:
- 13D Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Anne and Bud Oil Gas Unvested | 0 | 3,800,000 | 0 | 3,800,000 | 3,800,000 | 3.8% |
| Anne and Bud Oil Gas Vested | 0 | 9,968,045 | 0 | 9,968,045 | 9,968,045 | 10.0% |
| Brigham Children 146 s Family | 0 | 896,290 | 0 | 896,290 | 896,290 | 0.9% |
| BCFP GP | 0 | 896,290 | 0 | 896,290 | 896,290 | 0.9% |
| Ben M. Brigham | 318,880 | 44,791,490 | 318,880 | 0 | 45,110,370 | 45.1% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Atlas Energy Solutions Inc.
(Name of Issuer)
Common Stock, par value $0.01
(Title of Class of Securities)
642045108
(CUSIP Number)
Ben M. Brigham
5918 W. Courtyard Drive, Suite 500
Austin, Texas 78730
(512) 220-1200
With a copy to:
Douglas E. McWilliams
Thomas G. Zentner
Vinson & Elkins L.L.P.
200 West 6th Street, Suite 2500
Austin, Texas 78701
(512) 542-8400
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
October 30, 2023
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 642045108
| 1. | Name of reporting person
Anne and Bud Oil & Gas Unvested LLC | |||||
| 2. | Check the appropriate box if a member of a group (a): ☒ (b): ☐
| |||||
| 3. | SEC use only
| |||||
| 4. | Source of funds
OO | |||||
| 5. | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or place of organization
Texas | |||||
| Number of shares beneficially owned by each reporting person with
| 7. | Sole voting power
0 | ||||
| 8. | Shared voting power
3,800,000(1) | |||||
| 9. | Sole dispositive power
0 | |||||
| 10. | Shared dispositive power
3,800,000(1) | |||||
| 11. | Aggregate amount beneficially owned by each reporting person
3,800,000(1) | |||||
| 12. | Check if the aggregate amount in Row (11) excludes certain shares
☐ | |||||
| 13. | Percent of class represented by amount in Row (11)
3.8%(2) | |||||
| 14. | Type of reporting person
OO (Limited Liability Company) | |||||
| (1) | Reported shares of common stock of the Issuer, par value $0.01 per share (Common Stock), are held directly by Anne and Bud Oil & Gas Unvested LLC (Anne and Bud Unvested). Ben M. Brigham is the manager of Anne and Bud Unvested and may, therefore, be deemed to beneficially own the shares that are reported as beneficially owned by Anne and Bud Unvested. |
| (2) | This calculation is based on a total of 100,025,584 shares of Common Stock outstanding as of October 30, 2023, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023 (the Quarterly Report), filed with the U.S. Securities and Exchange Commission on October 31, 2023. |
1
CUSIP No. 642045108
| 1. | Name of reporting person
Anne and Bud Oil & Gas Vested LLC | |||||
| 2. | Check the appropriate box if a member of a group (a): ☒ (b): ☐
| |||||
| 3. | SEC use only
| |||||
| 4. | Source of funds
OO | |||||
| 5. | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or place of organization
Texas | |||||
| Number of shares beneficially owned by each reporting person with
| 7. | Sole voting power
0 | ||||
| 8. | Shared voting power
9,968,045(1) | |||||
| 9. | Sole dispositive power
0 | |||||
| 10. | Shared dispositive power
9,968,045(1) | |||||
| 11. | Aggregate amount beneficially owned by each reporting person
9,968,045(1) | |||||
| 12. | Check if the aggregate amount in Row (11) excludes certain shares
☐ | |||||
| 13. | Percent of class represented by amount in Row (11)
10.0%(2) | |||||
| 14. | Type of reporting person
OO (Limited Liability Company) | |||||
| (1) | Reported shares of Common Stock are held directly by Anne and Bud Oil & Gas Vested LLC (Anne and Bud Vested). Ben M. Brigham is the manager of Anne and Bud Vested and may, therefore, be deemed to beneficially own the shares that are reported as beneficially owned by Anne and Bud Vested. |
| (2) | This calculation is based on a total of 100,025,584 shares of Common Stock outstanding as of October 30, 2023, as reported by the Issuer in the Quarterly Report. |
2
CUSIP No. 642045108
| 1. | Name of reporting person
Brigham Childrens Family LP | |||||
| 2. | Check the appropriate box if a member of a group (a): ☒ (b): ☐
| |||||
| 3. | SEC use only
| |||||
| 4. | Source of funds
OO | |||||
| 5. | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or place of organization
Texas | |||||
| Number of shares beneficially owned by each reporting person with
| 7. | Sole voting power
0 | ||||
| 8. | Shared voting power
896,290(1) | |||||
| 9. | Sole dispositive power
0 | |||||
| 10. | Shared dispositive power
896,290(1) | |||||
| 11. | Aggregate amount beneficially owned by each reporting person
896,290(1) | |||||
| 12. | Check if the aggregate amount in Row (11) excludes certain shares
☐ | |||||
| 13. | Percent of class represented by amount in Row (11)
0.9%(2) | |||||
| 14. | Type of reporting person
PN (Partnership) | |||||
| (1) | Reported shares of Common Stock are held directly by Brigham Childrens Family LP (Brigham Childrens LP). Mr. Brigham is the co-manager of BCFP GP, LLC (BCFP GP), which is the general partner of Brigham Childrens LP. Therefore, each of Mr. Brigham and BCFP GP may be deemed to beneficially own the shares that are reported as beneficially owned by Brigham Childrens LP. |
| (2) | This calculation is based on a total of 100,025,584 shares of Common Stock outstanding as of October 30, 2023, as reported by the Issuer in the Quarterly Report. |
3
CUSIP No. 642045108
| 1. | Name of reporting person
BCFP GP, LLC | |||||
| 2. | Check the appropriate box if a member of a group (a): ☒ (b): ☐
| |||||
| 3. | SEC use only
| |||||
| 4. | Source of funds
OO | |||||
| 5. | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or place of organization
Texas | |||||
| Number of shares beneficially owned by each reporting person with
| 7. | Sole voting power
0 | ||||
| 8. | Shared voting power
896,290(1) | |||||
| 9. | Sole dispositive power
0 | |||||
| 10. | Shared dispositive power
896,290(1) | |||||
| 11. | Aggregate amount beneficially owned by each reporting person
896,290(1) | |||||
| 12. | Check if the aggregate amount in Row (11) excludes certain shares
☐ | |||||
| 13. | Percent of class represented by amount in Row (11)
0.9%(2) | |||||
| 14. | Type of reporting person
OO (Limited Liability Company) | |||||
| (1) | Reported shares of Common Stock are held directly by Brigham Childrens LP. Mr. Brigham is the co-manager of BCFP GP, which is the general partner of Brigham Childrens LP. Therefore, each of Mr. Brigham and BCFP GP may be deemed to beneficially own the shares that are reported as beneficially owned by Brigham Childrens LP. |
| (2) | This calculation is based on a total of 100,025,584 shares of Common Stock outstanding as of October 30, 2023, as reported by the Issuer in the Quarterly Report. |
4
CUSIP No. 642045108
| 1. | Name of reporting person
Ben M. Brigham | |||||
| 2. | Check the appropriate box if a member of a group (a): ☒ (b): ☐
| |||||
| 3. | SEC use only
| |||||
| 4. | Source of funds
OO | |||||
| 5. | Check 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 shares beneficially owned by each reporting person with
| 7. | Sole voting power
318,880(1) | ||||
| 8. | Shared voting power
44,791,490(2) | |||||
| 9. | Sole dispositive power
318,880(1) | |||||
| 10. | Shared dispositive power
0 | |||||
| 11. | Aggregate amount beneficially owned by each reporting person
45,110,370(1)(2) | |||||
| 12. | Check if the aggregate amount in Row (11) excludes certain shares
☐ | |||||
| 13. | Percent of class represented by amount in Row (11)
45.1%(3) | |||||
| 14. | Type of reporting person
IN | |||||
| (1) | Reported shares of Common Stock are held directly by Mr. Brigham. |
| (2) | Includes (a) 3,800,000 shares of Common Stock held directly by Anne and Bud Unvested, (b) 9,968,045 shares of Common Stock held directly by Anne and Bud Vested and (c) 896,290 shares of Common Stock held directly by Brigham Childrens LP. Mr. Brigham is the manager of Anne and Bud Unvested, the manager of Anne and Bud Vested and the co-manager of BCFP GP, which is the general partner of Brigham Childrens LP. Therefore, Mr. Brigham may be deemed to share the right to direct the voting or disposition of the shares directly held by Anne and Bud Unvested, Anne and Bud Vested and Brigham Childrens LP. Mr. Brigham disclaims beneficial ownership of the reported shares except to the extent of his pecuniary interest therein. Additionally, as a result of the Amended and Restated Stockholders Agreement (the A&R Stockholders Agreement) described in Item 5 below, Mr. Brigham may be deemed to have shared voting power with respect to an additional 30,127,155 shares of Common Stock with respect to the matters covered by the A&R Stockholders Agreement. |
| (3) | This calculation is based on a total of 100,025,584 shares of Common Stock outstanding as of October 30, 2023, as reported by the Issuer in the Quarterly Report. |
5
This Amendment No. 2 (this Amendment) amends and supplements the Schedule 13D (the Original 13D) filed with the Securities and Exchange Commission (the SEC) on October 12, 2023 by and on behalf of Anne and Bud Oil & Gas Vested LLC (Anne and Bud Vested), Brigham Childrens Family LP (Brigham Childrens LP), BCFP GP, LLC (BCFP GP) and Ben M. Brigham (each, a Reporting Person) with respect to the Common Stock, par value $0.01 per share (Common Stock), of Atlas Energy Solutions Inc., a Delaware corporation (f/k/a New Atlas HoldCo Inc.) (the Issuer), and Amendment No. 1 (Amendment No. 1) thereto filed on October 26, 2023 (as amended, the Schedule 13D).
Item 2. Identity and Background.
Item 2(a), (b), (c) and (f) of the Schedule 13D are hereby amended as provided below.
(a) Item 2(a) of the Schedule 13D is hereby amended and supplemented to include Anne and Bud Oil & Gas Unvested LLC (Anne and Bud Unvested) as a Reporting Person. The agreement among the Reporting Persons to file jointly is amended to add Anne and Bud Unvested and is attached hereto as Exhibit 4.
(b) Item 2(b) of the Schedule 13D is hereby amended and supplemented to state that the address of the principal business office of Anne and Bud Unvested is 3806 Spirit Lake Cove Austin, TX 78746.
(c) Item 2(c) of the Schedule 13D is hereby amended and supplemented to state that Anne and Bud Unvested is a manager-managed limited liability company with the principal business of holding various investments on behalf of its members.
(f) Item 2(f) of the Schedule 13D is hereby amended and supplemented to state that Anne and Bud Unvested is a limited liability company organized under the laws of the State of Texas.
Item 5. Interest in Securities of the Issuer
(c) Item 5(c) of the Schedule 13D is hereby amended to insert the following as a new final paragraph therein:
Additionally, on October 31, 2023, Mr. Brigham transferred an aggregate of 2,020 shares of Common Stock to certain others of his relatives for no consideration.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Item 6 of the Schedule 13D is hereby amended to insert the following as a new final paragraph therein:
On October 30, 2023, Mr. Brigham contributed 3,800,000 shares of Common Stock to Anne and Bud Oil & Gas, LP (Anne and Bud LP), of which Mr. Brigham is a limited partner, and Anne and Bud LP subsequently contributed such shares to Anne and Bud Unvested. On November 1, 2023, pursuant to Section 4.9(b) of the A&R Stockholders Agreement, Anne and Bud Unvested became a party to the A&R Stockholders Agreement as a Principal Stockholder. Mr. Brigham continues to be deemed to share the right to direct the voting or disposition of the shares of Common Stock now directly held by Anne and Bud Unvested. Accordingly, this transaction resulted in no change in the beneficial ownership of Common Stock reported by Mr. Brigham, as compared to the percentage ownership reported in Amendment No. 1.
Item 7. Material to be Filed as Exhibits
Item 7 of the Schedule 13D is hereby amended by replacing Exhibit No. 3 to Amendment No. 1 and Exhibit No. 4 to the Original 13D with the Exhibits No. 3 and No. 4 attached hereto:
| Exhibit No. | Description | |
| 3 | Amended and Restated Stockholders Agreement, dated October 2, 2023, by and between the Issuer, Old Atlas, and the signatories thereto. | |
| 4 | Amended Joint Filing Agreement, dated as of November 1, 2023. | |
6
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, the undersigned hereby certify that the information set forth in this statement is true, complete and correct.
Date: November 1, 2023
| /s/ Ben M. Brigham, by Dathan C. Voelter as attorney-in-fact | ||
| ANNE AND BUD OIL & GAS UNVESTED LLC | ||
| By: | /s/ Ben M. Brigham, by Dathan C. Voelter as attorney-in-fact | |
| Name: | Ben M. Brigham | |
| Title: | Manager | |
| ANNE AND BUD OIL & GAS VESTED LLC | ||
| By: | /s/ Ben M. Brigham, by Dathan C. Voelter as attorney-in-fact | |
| Name: | Ben M. Brigham | |
| Title: | Manager | |
| BCFP GP, LLC | ||
| By: | /s/ Ben M. Brigham, by Dathan C. Voelter as attorney-in-fact | |
| Name: | Ben M. Brigham | |
| Title: | Co-Manager | |
| BRIGHAM CHILDRENS FAMILY LP | ||
| By: | BCFP GP, LLC, its General Partner | |
| By: | /s/ Ben M. Brigham, by Dathan C. Voelter as attorney-in-fact | |
| Name: | Ben M. Brigham | |
| Title: | Co-Manager | |
[Signature Page to Schedule 13D]