UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No _)*
| ATLAS ENERGY GROUP, LLC |
| (Name of Issuer) |
| Common Units |
| (Title of Class of Securities) |
| 04929Q102 |
| (CUSIP Number) |
| February 6, 2016 |
| (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☐ | Rule 13d-1(b) | |
| ☑ | Rule 13d-1(c) | |
| ☐ | Rule 13d-1(d) |
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. | 04929Q102 | Page 2 of 5 |
|
1 |
NAME OF REPORTING PERSONS |
LEON G. COOPERMAN | ||
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☑ | ||
|
3 |
SEC USE ONLY
|
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|
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
|
United States | ||
| NUMBER OF SHARES |
5 | SOLE VOTING POWER | 3,634,091 | |
| BENEFICIALLY OWNED BY |
6 | SHARED VOTING POWER | 985,835 | |
| EACH REPORTING |
7 | SOLE DISPOSITIVE POWER | 3,634,091 | |
| PERSON WITH: |
8 | SHARED DISPOSITIVE POWER | 985,835 | |
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
4,619,926 | ||
|
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
|
☐ | ||
|
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
17.8 % | ||
|
12 |
TYPE OF REPORTING PERSON
|
IN | ||
| CUSIP No. | 04929Q102 | Page 3 of 5 |
| Item 1(a). | Name of Issuer: | |
| This statement on Schedule 13G relates to the Common Units of ATLAS ENERGY GROUP, LLC (the “Issuer”). It amends the Schedule 13D filed August 11, 2015. The switch herein from Schedule 13D to Schedule 13G is being made pursuant to Rule 13d-1(h) and the SEC Interpretation 103.07 issued on January 3, 2014. | ||
| Item 1(b). | Address of Issuer’s Principal Executive Offices: | |
| The address of the principal executive office of the Issuer is Park Place Corporate Center One, 1000 Commerce Drive, Suite 400 Pittsburgh PA 15275 | ||
| Item 2(a). | Name of Person Filing: | |
|
Leon G. Cooperman (“Mr. Cooperman”). Mr. Cooperman is, among other activities, an investor engaged in investing for his own account. Mr. Cooperman is the Managing Member of Omega Associates, L.L.C. (“Associates”), a limited liability company organized under the laws of the State of Delaware. Associates is a private investment firm formed to invest in and act as general partner of investment partnerships or similar investment vehicles. Associates is the general partner of limited partnerships organized under the laws of Delaware known as Omega Capital Partners, L.P. (“Capital LP”), Omega Capital Investors, L.P. (“Investors LP”), and Omega Equity Investors, L.P. (“Equity LP”).. These entities are private investment firms engaged in the purchase and sale of securities for investment for their own accounts.
Mr. Cooperman is the President, CEO, and majority stockholder of Omega Advisors, Inc. (“Advisors”), a Delaware corporation, engaged in providing investment management services, and Mr. Cooperman is deemed to control said entity.
Advisors serves as the investment manager to Omega Overseas Partners, Ltd. (“Overseas”), a Cayman Island exempted company, with a registered address at c/o Intertrust Corporate Services (Cayman) Limited, 190 Elgin Avenue, George Town, Grand Cayman KY1-9005, Cayman Islands, British West Indies. Mr. Cooperman has investment discretion over Overseas’ portfolio investments and is deemed to control such investments.
Advisors serve as a discretionary investment advisor to a limited number of institutional clients (the “Managed Accounts”). As to the Shares owned by the Managed Accounts, there would be shared power to dispose or to direct the disposition of such Shares because the owners of the Managed Accounts may be deemed beneficial owners of such Shares pursuant to Rule 13d-3 under the Act as a result of their right to terminate the discretionary account within a period of 60 days.
Mr. Cooperman is the ultimate controlling person of Associates, Capital LP, Investors LP, Equity LP, , Overseas, and Advisors. The principal business office of Capital LP, Investors LP, Equity LP, Overseas, , and Advisors is 810 Seventh Avenue, 33rd floor, New York, New York 10019.
Mr. Cooperman is married to an individual named Toby Cooperman. Mr. Cooperman is married to an individual named Toby Cooperman, and has an adult son named Michael S. Cooperman. The Michael S. Cooperman WRA Trust (the “WRA Trust”) is an irrevocable trust for the benefit of Michael S. Cooperman. Mr. Cooperman has investment authority over the Michael S. Cooperman and the WRA Trust accounts. Mr. Cooperman is a Trustee of the Cooperman Family Fund for a Jewish Future (“Family Fund”), a Type 1 charitable supporting foundation. | ||
| CUSIP No. | 04929Q102 | Page 4 of 5 |
| Item 2(b). | Address of Principal Business Office or, if None, Residence: | |
| 11431 W. Palmetto Park Road, Boca Raton FL 33428 | ||
| Item 2(c). | Citizenship: | |
| United States | ||
| Item 2(d). | Title of Class of Securities: | |
| Common Units ( the “Shares”) | ||
| Item 2(e). | CUSIP Number: | |
| 04929Q102 | ||
| Item 3. | If this Statement is Filed Pursuant to Sections 240.13d-1(b), or 240.13d-2(b) or (c); |
| This Item 3 is inapplicable. |
| Item 4. | Ownership. |
| Provide the following information regarding the aggregate number and percentage of the class of securities of the Issuer identified in Item 1. |
| (a)(b) | Amount beneficially owned and percent of Class: | ||
| Mr. Cooperman may be deemed the beneficial owner of 4,619,926 Shares, which constitutes approximately 17.8 % of the total number of Shares outstanding. This consists of 1,172,817 Shares owned by Capital LP; 540,021 Shares owned by Investors LP; 588,331 Shares owned by Equity LP; 40,860 Shares owned by Overseas; 759,662 Shares owned by Mr. Cooperman; 985,835 Shares owned by Managed Accounts; 1,500 Shares owned by Family Fund; 330,900 Shares owned by the WRA Trust; and 100,000 Shares owned by Michael S. Cooperman; | |||
| (c) | Number of shares as to which such person has: | ||
| (i) | Sole power to vote or to direct the vote | ||
| 3,634,091 | |||
| (ii) | Shared power to vote or to direct the vote | ||
| 985,835 | |||
| (iii) | Sole power to dispose or to direct the disposition of | ||
| 3,634,091 | |||
| (iv) | Shared power to dispose or to direct the disposition of | ||
| 985,835 | |||
| CUSIP No. | 04929Q102 | Page 5 of 5 |
| Item 5. | Ownership of Five Percent or Less of a Class. |
| If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐ | |
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
| This Item 6 is not applicable. | |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
| This Item 7 is not applicable. | |
| Item 8. | Identification and Classification of Members of the Group. |
| This Item 8 is not applicable. | |
| Item 9. | Notice of Dissolution of Group. |
| This Item 9 is not applicable. | |
| Item 10. | Certification. |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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: | February 16, 2016 | |||
| Signature: | /s/ Alan M. Stark | |||
| Name: | Alan M. Stark | |||
| Title: | Attorney In Fact Duly authorized under POA effective as of March 1,2013 and filed on May 20, 2013 |
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