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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	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* COHEN EDWARD E (Last) (First) (Middle) 1845 WALNUT STREET, 10TH FLOOR (Street) PHILADELPHIA PA 19103 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Atlas Energy, L.P. [ ATLS ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer (give title below) Other (specify below) CEO & President
	3. Date of Earliest Transaction (Month/Day/Year) 02/27/2015
	4. If Amendment, Date of Original Filed (Month/Day/Year)	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)
			Code	V	Amount	(A) or (D)	Price
Common Units	02/27/2015		D		725,665	D	(1)	0	D
Common Units	02/27/2015		D		1,140,327	D	(1)	0	I	By Foundation(2)
Common Units	02/27/2015		D		3,265	D	(1)	0	I	By Partnership(3)
Common Units	02/27/2015		D		73,559	D	(1)	0	I	By Trust
Common Units	02/27/2015		D		67,273	D	(1)	0	I	By Spouse Trust
Common Units	02/27/2015		D		7,503	D	(1)	0	I	By Family Trust
Common Units	02/27/2015		D		26,251	D	(1)	0	I	By Spouse IRA
Common Units	02/27/2015		D		57,604	D	(1)	0	I	By IRA

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Unit Option	$20.75	02/27/2015		D			543,825	(4)	11/10/2016	Common Units	543,825	(4)	0	D
Unit Option	$20.44	02/27/2015		D			761,355	(4)	03/25/2021	Common Units	761,355	(4)	0	D

Explanation of Responses:

1. In connection with the merger (the "ATLS Merger") of the Issuer with a subsidiary of Targa Resources Corp. ("TRC") pursuant to that certain Agreement and Plan of Merger, dated as of October 13, 2014, by and among TRC, Trident GP Merger Sub LLC, the Issuer and the general partner of the Issuer, on February 27, 2015, the Reporting Person received $9.12 in cash and 0.1809 in TRC shares for each common unit of the issuer owned by the Reporting Person.

2. The Reporting Person is a co-trustee of Arete Foundation, a charitable foundation. The Reporting Person disclaims beneficial ownership to these units.

3. The Reporting Person and his spouse are the sole shareholders, officers and directors of the corporate general partner of Solomon Investment Partnership, L.P., a limited partnership, and are the sole partners of the partnership.

4. In connection with the ATLS Merger and the Issuer's distribution to its unitholders, effective February 27, 2015, of one Atlas Energy Group, LLC ("New Atlas") common unit for every two common units of the Issuer owned by the Reporting Person as of the close of business on February 25, 2015, these unit options were split into Issuer unit options and New Atlas unit options. On February 27, 2015, the Reporting person received (i) $9.12 in cash and 0.1809 in TRC shares in exchange for each Issuer unit option and (ii) an amount of cash in respect of each New Atlas unit option, with such amount determined pursuant to the methodology set forth in the Employee Matters Agreement, dated as of February 26, 2014, by and among the Issuer, the Issuer's general partner and New Atlas.

Remarks:

	Lisa Washington, Attorney-in-Fact	03/03/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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