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

Role: 10%+ Owner
Signature: CONOCO PHILLIPS By: /s/ Andrew Michael O'Brien Name: Andrew Michael O'Brien Title: Vice President and Treasurer
Stock symbol: ARIS
Transactions as of: Oct 26, 2021
Transactions value $: $0
Form type: 3/A - Amendment
Date filed: 11/9/2021, 08:00 PM
Date Of Original Report: Nov 4, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	ARIS	Class B Common Stock						12.9M	Oct 26, 2021	See Footnotes	F1, F2, F3, F4, F5

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
holding	ARIS	Solaris Midstream Holdings, LLC Units							Oct 26, 2021	Class A Common Stock	12.9M	$0.00	See Footnotes	F2, F3, F4, F5, F6

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

Explanation of Responses:

Id	Content
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.
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").
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.
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.
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.
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).