SEC FORM 4

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^*

Karis William G

(Last)

(First)

(Middle)

PARK PLACE CORPORATE CENTER ONE, 4TH FL

1000 COMMERCE DRIVE

(Street)

PITTSBURGH

15275

(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
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/10/2012

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)
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	11/10/2012		M		135⁽²⁾	A	⁽¹⁾	2,647	D
Common Units	11/10/2012		M		135⁽²⁾	A	⁽¹⁾	2,782	D
Common Units	11/10/2012		M		1,074⁽²⁾	A	⁽¹⁾	3,856	D
Common Units	11/10/2012		M		583⁽²⁾	A	⁽¹⁾	4,439	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)
Phantom Units	⁽¹⁾	11/10/2012		M		135		⁽¹⁾	⁽¹⁾	Common Units	135	⁽¹⁾	0	D
Phantom Units	⁽¹⁾	11/10/2012		M		135		⁽¹⁾	⁽¹⁾	Common Units	135	⁽¹⁾	136	D
Phantom Units	⁽¹⁾	11/10/2012		M		1,074		⁽¹⁾	⁽¹⁾	Common Units	1,074	⁽¹⁾	2,149	D
Phantom Units	⁽¹⁾	11/10/2012		M		583		⁽¹⁾	⁽¹⁾	Common Units	583	⁽¹⁾	1,750	D
Phantom Units	⁽³⁾	11/10/2012		A		3,782		⁽³⁾	⁽³⁾	Common Units	3,782	⁽³⁾	3,782	D

Explanation of Responses:

1. The reporting person is a participant in the Atlas Energy, L.P. (formerly Atlas Pipeline Holdings, L.P.) (the "Partnership") long-term incentive plans (collectively, the "Plan"). The reporting person received 500 phantom units under the Plan on November 10, 2008, 500 phantom units under the Plan on November 10, 2009, 3,951 phantom units under the Plan on November 10, 2010 and 2,145 units under the Plan on November 10, 2011. Each phantom unit represents the right to receive, upon vesting, one common unit of limited partner interest of the Partnership or its then fair market value in cash. The phantom units in the Plan vest 25% per year. The units are receivable without additional consideration. The reporting person elected to receive one common unit for each vested phantom unit.

2. As a result of the Partnership's March 2012 spin-off of Atlas Resource Partners, L.P. (NYSE:ARP), and in accordance with the terms of the issuer's equity compensation plans, the reporting person's unit unvested phantom units were adjusted on a 1.08765 for 1 ratio. The reporting person's unvested phantom units set forth in this report have been adjusted accordingly.

3. The reporting person received 3,782 phantom units under the Plan on November 10, 2012. Each phantom unit represents the right to receive, upon vesting, one common unit of limited partner interest of the Partnership or its then fair market value in cash. The phantom units in the Plan vest 25% per year. The units are receivable without additional consideration.

Remarks:

	Lisa Washington, Attorney-In-Fact	11/13/2012
	** 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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