ATLAS ENERGY GROUP, LLC
|
(Name of Issuer)
|
Common Units |
(Title of Class of Securities)
|
04929Q102 |
(CUSIP Number)
|
Edward Levy, Esq.
810 Seventh Avenue, 33rd Floor
New York, New York 10019
212-495-5200
|
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
|
January 12, 2017 |
(Date of Event which Requires Filing of this Statement)
|
CUSIP No. 04929Q102
|
13D
|
Page 2 of 6 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Leon G. Cooperman
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(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 ITEM 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
|
|
|
|
3,858,849
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
3,858,849
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
3,858,849 Common Units. This includes 2,571,659 that may be acquired by Leon G. Cooperman upon conversion of 822,931 shares of the Issuer’s Series A Preferred Units. This also includes 564,455 Common Units that may be acquired by the Foundation on 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 Units subject to customary anti-dilution provisions. This also includes 722,735 Common Units owned by Charitable LP (as defined below). |
|
|
|||
|
|
||||
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 29,174,106 Common Units outstanding, as set forth in the Issuer’s Form 10-Q , plus 822,931 shares of the Issuer’s Series A Preferred Units that are convertible into 2,571,659 Common Units and 564,455 Common Units pursuant to the exercise of the Warrant.) |
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IN
|
|
|
|||
|
|
CUSIP No. 04929Q102
|
13D
|
Page 3 of 6 Pages
|
a. |
Name
Leon G. Cooperman (“Mr. Cooperman”).
|
b. |
Residence or Business Address
St. Andrew’s Country Club, 7118 Melrose Castle Lane, Boca Raton, FL 33496.
|
c. |
Occupation
Mr. Cooperman is the Managing Member of Omega Associates, L.L.C. (“Associates”), a limited liability company organized under the laws of the State of Delaware. Associates is a private investment firm formed to invest in and act as general partner of investment partnerships or similar investment vehicles. Associates is the general partner of Omega Charitable Partnership L.P. (“Charitable LP”), an exempted limited partnership registered in the Cayman Islands. This entity is a private investment firm engaged in the purchase and sale of securities for investment for its own account. Mr. Cooperman is the ultimate controlling person of Associates and Charitable LP.
Mr. Cooperman is also one of the Trustees of The Leon and Toby Cooperman Foundation (the “Foundation”), a charitable trust dated December 16, 1981. The other Trustees are family members.
|
d. |
Convictions
During the past five years Mr. Cooperman was not convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).
|
e. |
Civil Judgments
During the past five years, Mr. Cooperman was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
|
f. |
Citizenship
Mr. Cooperman is a citizen of the United States of America.
|
CUSIP No. 04929Q102
|
13D
|
Page 4 of 6 Pages
|
a. |
Mr. Cooperman may be deemed the beneficial owner of 3,858,849 Common Units, which constitutes approximately 13.22% of the total number of Common Units outstanding broken down as follows: 2,571,659 Common Units owned by Mr. Cooperman, 564,455 Common Units owned by the Foundation, and 722,735 Common Units owned by Charitable LP.
|
b. |
Mr. Cooperman has voting power over all of the above Common Units.
|
c. |
The following table details the transactions effected by Mr. Cooperman since and not included in the most recent filing of a Schedule 13D:
|
Date of Transaction
|
Type of Transaction
|
Number of Issuer Common Units
|
Price per Issuer Common Units
|
How the Transaction was Effected
|
|
11/17/2016
|
Sale of
Common Units |
61,190
|
$1.3506
|
Charitable LP owns Common Units. See Section 11 on Page 2 hereof.
|
|
1/5/2017
|
Sale of
Common Units |
83,843
|
$0.7006
|
Charitable LP owns Common Units. See Section 11 on Page 2 hereof.
|
|
1/6/2017
|
Sale of
Common Units |
5,530
|
$0.7
|
Charitable LP owns Common Units. See Section 11 on Page 2 hereof.
|
|
1/9/2017
|
Sale of
Common Units |
9,700
|
$0.7
|
Charitable LP owns Common Units. See Section 11 on Page 2 hereof.
|
|
1/10/2017
|
Sale of
Common Units |
56,326
|
$0.7
|
Charitable LP owns Common Units. See Section 11 on Page 2 hereof.
|
|
1/11/2017
|
Sale of
Common Units |
49,500
|
$0.7
|
Charitable LP owns Common Units. See Section 11 on Page 2 hereof.
|
|
1/12/2017
|
Sale of
Common Units |
28,280
|
$0.7
|
Charitable LP owns Common Units. See Section 11 on Page 2 hereof.
|
|
1/13/2017
|
Sale of
Common Units |
67,160
|
$0.7
|
Charitable LP owns Common Units. See Section 11 on Page 2 hereof.
|
|
1/17/2017
|
Sale of
Common Units |
21,400
|
$0.7
|
Charitable LP owns Common Units. See Section 11 on Page 2 hereof.
|
|
1/18/2017
|
Sale of
Common Units |
88,535
|
$0.7
|
Charitable LP owns Common Units. See Section 11 on Page 2 hereof.
|
|
1/19/2017
|
Sale of
Common Units |
16,490
|
$0.7
|
Charitable LP owns Common Units. See Section 11 on Page 2 hereof.
|
|
1/25/2017
|
Sale of
Common Units |
27,269
|
$0.67
|
Charitable LP owns Common Units. See Section 11 on Page 2 hereof.
|
|
1/26/2017
|
Sale of
Common Units |
36,704
|
$0.6519
|
Charitable LP owns Common Units. See Section 11 on Page 2 hereof.
|
|
1/27/2017
|
Sale of
Common Units |
2,500
|
$0.6
|
Charitable LP owns Common Units. See Section 11 on Page 2 hereof.
|
d. |
If any other person is known to have the right to receive or direct dividends or proceeds from the sale of securities, a statement to that effect should be included:
Not applicable.
|
e. |
The date the reporting person ceased to be the beneficial owner of more than five percent of the class of securities: (If applicable)
Not applicable.
|
CUSIP No. 04929Q102
|
13D
|
Page 5 of 6 Pages
|
CUSIP No. 04929Q102
|
13D
|
Page 6 of 6 Pages
|
/s/ Edward Levy
|
|
Name | |
Attorney-in-Fact
|
|
Duly authorized under POA effective as of August 10, 2016 and filed on August 12, 2016 | |
February 17, 2017
|
|
Date |