- Amended Statement of Beneficial Ownership (SC 13D/A)
02 Mars 2011 - 10:44PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13D/A
Under the Securities Exchange Act of 1934
(Amendment
No. 3)
Atlas
Energy, L.P.
(Name of Issuer)
Common Units Representing Limited Partner Interests
(Title of Class of Securities)
04930A 10 4
(CUSIP Number)
Lydia I. Beebe, Esq.
Corporate Secretary and Chief Governance Officer
Chevron Corporation
6001 Bollinger Canyon Road
San Ramon, CA 94583
(925) 842-1000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 17, 2011
(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 which is the subject of this Schedule 13D, and is filing this schedule because of
§§240.13d1(e), 240.13d1(f) or 240.13d1(g), check the following box.
¨
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CUSIP No.
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04930A 10 4
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SCHEDULE 13D
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Page
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2
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of
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4
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1
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NAMES OF REPORTING PERSONS
Arkhan Corporation
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
o
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(b)
o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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7
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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0
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH
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10
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SHARED DISPOSITIVE POWER
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0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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0
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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0%
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14
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TYPE OF REPORTING PERSON
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CO
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CUSIP No.
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04930A 10 4
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SCHEDULE 13D
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Page
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3
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of
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4
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This Amendment No. 3 (Amendment No. 3) is being filed by Arkhan Corporation (the Reporting
Person), a Delaware corporation and the successor by merger to Atlas Energy, Inc., itself the
successor by merger to Atlas America, Inc., with respect to the common units representing limited
partner interests (the Common Units) of Atlas Energy, L.P., a Delaware limited partnership (the
Partnership), and it hereby amends the statement of beneficial ownership on Schedule 13D
originally filed by Atlas America, Inc. on August 3, 2006, as
amended on February 29, 2008, as
further amended on November 17, 2010 (collectively with this Amendment No. 3, the Schedule 13D).
Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the
Schedule 13D as heretofore amended. This Amendment No. 3 is being filed to report the distribution
by the Reporting Person of all of the Common Units of the Partnership that it had beneficially
owned.
ITEM 4. Purpose of Transaction
The following text is hereby added to Item 4 of the Schedule 13D:
On February 17, 2011, the transactions contemplated by the Merger Agreement, the AHD
Transaction Agreement (including the AHD Sale, the contribution of AHD GP to AHD and the AHD
Distribution) and the Laurel Mountain Purchased Agreement were completed. As a result, the
Reporting Person ceased to have an ownership interest in AHD and ceased to control AHD.
ITEM 5. Interest in Securities of the Issuer
Item 5 of the Schedule 13D is hereby amended and restated as follows:
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(a)
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Number and percentage of class beneficially owned:
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0 Common Units, 0%
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(b)
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Sole voting power:
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0 Common Units
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Shared voting power:
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0 Common Units
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Sole dispositive power:
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0 Common Units
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Shared dispositive power:
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0 Common Units
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(c)
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The information set forth in Item 4 of this Schedule 13D is incorporated herein
by reference.
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(d)
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Not applicable.
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(e)
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The Reporting Person ceased to be the beneficial owner of more than five
percent of the Common Units on February 17, 2011.
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CUSIP No.
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04930A 10 4
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SCHEDULE 13D
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Page
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4
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of
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4
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
Date: March 2, 2011
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Arkhan Corporation
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By:
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/s/ Kari H. Endries
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Name:
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Kari H. Endries
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Title:
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Vice President and Secretary
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