Douglas G. Rogers - Mar 13, 2024 Form 4/A Insider Report for Atlas Energy Solutions Inc. (AESI)

Role: Director
Signature: /s/ Douglas G. Rogers, by Dathan C. Voelter, as Attorney-in-Fact
Stock symbol: AESI
Transactions as of: Mar 13, 2024
Transactions value $: $0
Form type: 4/A
Date filed: 4/19/2024, 01:29 PM
Date Of Original Report: Mar 15, 2024
Previous filing: Dec 18, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	AESI	Common Stock	Other	$0	-8.06K	-72.87%	$0.00	3K	Mar 13, 2024	Direct	F1, F2, F3, F4
transaction	AESI	Common Stock	Options Exercise	$0	+8.06K	+268.53%	$0.00	11.1K	Mar 13, 2024	Direct	F1, F2, F3, F4

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	AESI	Restricted Stock Units	Award	$0	+6.87K		$0.00	6.87K	Mar 13, 2024	Common Stock	6.87K		Direct	F5, F6, F7, F8, F9

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Consists of shares of common stock, par value $0.01 per share ("Common Stock"), of the registrant, Atlas Energy Solutions Inc. ("Atlas"), issued upon the vesting of 8,056 Restricted Stock Units ("RSUs") awarded to the Reporting Person on December 15, 2023 pursuant to the Atlas Energy Solutions Inc. 2023 Long Term Incentive Plan (the "Plan"). The Reporting Person is a director of Atlas, and serves as Executive Director of The Sealy & Smith Foundation, a charitable foundation (the "Foundation"). The Foundation and the Reporting Person have entered into an Outside Compensation Agreement dated as of November 15, 2023 (the "Agreement"), which requires that all compensation received by the Reporting Person from Atlas in connection with the Reporting Person's service as a director of Atlas be transferred to the Foundation.
F2	Under the Agreement, equity awards granted to the Reporting Person subject to vesting conditions are required to be transferred, for no consideration, to the Foundation upon vesting and are held by the Reporting Person for the benefit of the Foundation until the transfer to the Foundation is complete. The award of 8,056 RSUs granted to the Reporting Person on December 15, 2023 vested in full on March 13, 2024 and the shares were transferred to the Foundation in accordance with the Agreement.
F3	Subsequent to the vesting of such award and the transfer of the underlying Common Stock to the Foundation, the Reporting Person determined, on the advice of counsel and based on the terms of the Agreement, that it was appropriate for the Reporting Person to report: (a) the acquisition of direct beneficial ownership of the RSUs upon the date of grant (disclaiming beneficial ownership of the Common Stock underlying such RSUs except to the extent of the Reporting Person's pecuniary interest therein, if any); (b) the acquisition of the shares of Common Stock upon the vesting of such RSUs (disclaiming beneficial ownership therein except to the extent of the Reporting Person's pecuniary interest therein, if any); and (c) the corresponding disposition of direct beneficial ownership of Common Stock underlying the RSUs upon the transfer of such shares of Common Stock to the Foundation pursuant to the Agreement.
F4	As such, on March 13, 2024, the Reporting Person inadvertently failed to report the acquisition and corresponding disposition of the 8,056 shares of Common Stock underlying the RSUs granted to the Reporting Person on December 15, 2023. By this amendment, the Reporting Person corrects such report by reporting such acquisition and corresponding disposition.
F5	Each RSU represents the contingent right to receive one share of Common Stock.
F6	Award of RSUs pursuant to the Plan.
F7	Awards of RSUs pursuant to the Plan vest in full on the first anniversary of the grant date, subject to continued service through the vesting date, and unless accelerated vesting of a particular award is authorized by the Committee (as defined in the Plan).
F8	The Reporting Person disclaims beneficial ownership of the shares of Common Stock underlying the RSUs except to the extent of his pecuniary interest therein, if any. Pursuant to the Agreement, upon the vesting of such RSUs, the Reporting Person will be required to transfer the underlying shares of Common Stock to the Foundation for no consideration. As described above, subsequent to the grant of this award, the Reporting Person determined, on the advice of counsel and based on the terms of the Agreement, that it was appropriate for the Reporting Person to report the acquisition of direct beneficial ownership of the RSUs on the date of grant but to disclaim beneficial ownership of the underlying shares of Common Stock, except to the extent of the Reporting Person's pecuniary interest therein, if any, rather than to report the direct acquisition of beneficial ownership of the shares of Common Stock underlying such RSUs.
F9	As such, on March 15, 2024, the Reporting Person inadvertently reported direct ownership of the 6,866 shares of Common Stock underlying this grant of RSUs. By this amendment, the Reporting Person corrects such report by reporting direct beneficial ownership of the RSUs granted on March 13, 2024 but denying beneficial ownership of the shares of Common Stock underlying such RSUs, except to the extent of the Reporting Person's pecuniary interest therein, if any.