SEC FORM 4/A

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Shrader Gerald R

(Last)

(First)

(Middle)

1845 WALNUT STREET, 10TH FLOOR

(Street)

PHILADELPHIA

19103

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ATLAS PIPELINE PARTNERS LP [ APL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Legal Officer & Sec.

3. Date of Earliest Transaction (Month/Day/Year)
06/01/2010

4. If Amendment, Date of Original Filed (Month/Day/Year)
06/03/2010

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Units	06/15/2010		J⁽³⁾		50,000	A	⁽³⁾	51,000⁽⁴⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Equity-Indexed Bonus Units	⁽¹⁾	06/01/2010		J⁽²⁾			0⁽²⁾	⁽¹⁾	⁽¹⁾	Common Units	50,000	⁽¹⁾	50,000	D
Equity-Indexed Bonus Units	⁽³⁾	06/15/2010		J⁽³⁾			50,000	⁽³⁾	⁽³⁾	Common Units	50,000	⁽³⁾	0	D

Explanation of Responses:

1. The undersigned is a participant in the Atlas Pipeline Mid-Continent, LLC 2009 Equity-Indexed Bonus Plan (the "Equity-Indexed Plan"). The undersigned received 50,000 equity-indexed bonus units under the Equity-Indexed Plan on June 1, 2009. Each equity-indexed bonus unit represents the right to receive, upon vesting, the then fair market value in cash of a common unit of Atlas Pipeline Partners, L.P. (the "Partnership"). The equity-indexed bonus units vest 1/3 per year over 3 years beginning on June 1, 2010. This award can only be paid in cash.

2. On June 1, 2010, at the time of vesting of the first 1/3 of the equity-indexed bonus units, the undersigned elected to defer such vesting until the June 15, 2010 expiration date of the Partnership's consent solicitation for unitholder approval of the Partnership's 2010 Long-Term Incentive Plan (the "2010 LTIP"). Because the 2010 LTIP was approved by a majority of the Partnership's unitholders by the June 15 expiration date, the undersigned exchanged all of his equity-indexed bonus units for phantom units issued under the 2010 LTIP. This exchange is discussed further in footnote 3, below.

3. Pursuant to an exchange offer which was contingent upon the Partnership's unitholders' approval of the 2010 LTIP, the undersigned exchange all 50,000 equity-indexed bonus units issued under the Equity-Indexed Plan for an equivalent number of phantom units issued under the 2010 LTIP. The phantom units issued under the 2010 LTIP have the same vesting schedule as the equity-indexed bonus units and each phantom unit represents the right to receive, upon vesting, one common unit of the Partnership. The phantom units vest 33% on June 1, 2010, 33% on June 1, 2011 and 34% on June 1, 2012; accordingly, 16,500 of the undersigned's phantom units are immediately vested into 16,500 common units of the Partnership.

4. 34,000 of these units remain subject to vesting schedules.

Remarks:

	Gerald R. Shrader	06/17/2010
	** Signature of Reporting Person	Date
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