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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| COBALT CAPITAL MANAGEMENT INC 237 PARK AVENUE SUITE 900 NEW YORK, NY 10017 |
X | |||
| Cobalt Capital Management, Inc., By: /s/ Wayne Cooperman | 02/02/2007 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Atlas America, Inc. (the "Issuer") informed Wayne M. Cooperman, the principal of the Reporting Person, that the trades previously reported on a Form 4 filed by the reporting person appeared to be subject to disgorgement as "short swing" trades under the provisions of Section 16 (b) of the Securities Exchange Act of 1934, as amended. Although Mr. Cooperman denied he or the Reporting Person had engaged in any trades in the common stock of the Issuer that were subject to disgorgement and denied any other basis for liability in respect of any investments in the common stock of the Issuer, Mr. Cooperman agreed to resolve this matter by entering into a Settlement Agreement and (continued in Footnote 2) |
| (2) | Release with the Issuer dated October 23, 2006 (the "Settlement Agreement") solely to avoid the expense and inconvenience of a possible assertion of legal claims by the Issuer in connection with investments in the common stock of the Issuer by Mr. Cooperman or the Reporting Person. Pursuant to the Settlement Agreement, Mr. Cooperman paid the Issuer $44,568.82. Mr. Cooperman and the Issuer have agreed that in conformity with the terms of the Settlement Agreement Mr. Cooperman will pay the Issuer any amounts in excess of the initial settlement for any liabilities that may arise with respect to the reported transaction. |
| (3) | The securities reported on this filing are held in (a) the accounts of three private investment vehicles and (b) two managed accounts over which the Reporting Person has investment discretion. The reporting person hereby disclaims beneficial ownership over the shares reported on this Form 4 to the extent of its pecuniary interest therein and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |