0001104659-21-134242.txt : 20211104 0001104659-21-134242.hdr.sgml : 20211104 20211104133050 ACCESSION NUMBER: 0001104659-21-134242 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20211026 FILED AS OF DATE: 20211104 DATE AS OF CHANGE: 20211104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CONOCOPHILLIPS CENTRAL INDEX KEY: 0001163165 STANDARD INDUSTRIAL CLASSIFICATION: PETROLEUM REFINING [2911] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40955 FILM NUMBER: 211379209 BUSINESS ADDRESS: STREET 1: 925 N. ELDRIDGE PARKWAY CITY: HOUSTON STATE: TX ZIP: 77079 BUSINESS PHONE: 281-293-1000 MAIL ADDRESS: STREET 1: SHIPPING & RECEIVING CENTER STREET 2: 16930 PARK ROW DR. CITY: HOUSTON STATE: TX ZIP: 77084 FORMER NAME: FORMER CONFORMED NAME: CORVETTEPORSCHE CORP DATE OF NAME CHANGE: 20011204 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CONCHO RESOURCES INC CENTRAL INDEX KEY: 0001358071 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40955 FILM NUMBER: 211379207 BUSINESS ADDRESS: STREET 1: 600 W. ILLINOIS AVENUE CITY: MIDLAND STATE: TX ZIP: 79701 BUSINESS PHONE: 432-683-7443 MAIL ADDRESS: STREET 1: 600 W. ILLINOIS AVENUE CITY: MIDLAND STATE: TX ZIP: 79701 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: COG Operating LLC CENTRAL INDEX KEY: 0001469218 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40955 FILM NUMBER: 211379208 BUSINESS ADDRESS: STREET 1: 600 W. ILLINOIS AVENUE CITY: MIDLAND STATE: TX ZIP: 79701 BUSINESS PHONE: (432) 683-7443 MAIL ADDRESS: STREET 1: 600 W. ILLINOIS AVENUE CITY: MIDLAND STATE: TX ZIP: 79701 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Aris Water Solutions, Inc. CENTRAL INDEX KEY: 0001865187 STANDARD INDUSTRIAL CLASSIFICATION: OIL, GAS FIELD SERVICES, NBC [1389] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 9811 KATY FREEWAY STREET 2: SUITE 700 CITY: HOUSTON STATE: TX ZIP: 77024 BUSINESS PHONE: (281) 501-3070 MAIL ADDRESS: STREET 1: 9811 KATY FREEWAY STREET 2: SUITE 700 CITY: HOUSTON STATE: TX ZIP: 77024 FORMER COMPANY: FORMER CONFORMED NAME: Solaris Water, Inc. DATE OF NAME CHANGE: 20210601 3 1 tm2131833-1_3seq1.xml OWNERSHIP DOCUMENT X0206 3 2021-10-26 0 0001865187 Aris Water Solutions, Inc. ARIS 0001163165 CONOCOPHILLIPS 925 N. ELDRIDGE PARKWAY HOUSTON TX 77079 0 0 1 0 0001469218 COG Operating LLC ONE CONCHO CENTER 600 W. ILLINOIS AVENUE MIDLAND TX 79701 0 0 1 0 0001358071 CONCHO RESOURCES INC ONE CONCHO CENTER 600 W. ILLINOIS AVENUE MIDLAND TX 79701 0 0 1 0 Class B Common Stock 0 I See Footnotes Solaris Midstream Holdings, LLC Units 0.00 Class A Common Stock 0 I See Footnotes Each share of Class B common stock has no economic rights but entitles its holder to one vote on all matters to be voted on by stockholders generally. Immediately prior to closing of the Issuer's initial public offering, the Fourth Amended and Restated Limited Liability Company Agreement of Solaris Midstream Holdings, LLC ("Solaris LLC"), of which the Issuer is the managing member, became effective (the "Solaris LLC Agreement"). Pursuant to the Solaris LLC Agreement, (i) all of the membership interests in Solaris LLC held by its existing owners will be converted into a single class of units in Solaris LLC ("Solaris LLC Units") and (ii) Solaris LLC will distribute to its members, including Yorktown Energy Partners XI, L.P. ("Yorktown XI"), one share of Class B common stock for each Solaris LLC Unit held by such members, in each case based on the average of the volume weighted average price of shares of the Issuer's Class A common stock for the 10 trading days commencing with the date of the initial listing of the Issuer's Class A common stock on the New York Stock Exchange. The number of Solaris LLC Units and shares of Class B common stock beneficially owned by the Reporting Person will be reported on an amendment to this Form 3 as soon as practicable once the number of Solaris LLC Units and shares of Class B common stock are determined pursuant to the Solaris LLC Agreement. The shares of Class B common stock of Aris Water Solutions, Inc. and the Solaris LLC Units are held of record by COG Operating LLC ("COG Operating LLC"). COG Operating LLC is a wholly owned subsidiary of Concho Resources Inc., and Concho Resources Inc. is a wholly owned subsidiary of ConocoPhillips. Each of the reporting persons may be deemed to be the beneficial owner of all or a portion of the securities reported herein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, that the reporting persons are the beneficial owners of any securities reported herein, and the reporting persons disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein. Subject to certain limitations and exceptions described in the Solaris LLC Agreement, the Solaris LLC Units (together with a corresponding number of shares of Class B common stock) are redeemable from time to time for shares of Class A common stock of the Issuer (on a one-for-one basis, subject to conversion rate adjustments for stock splits, stock dividends and reclassification and other similar transactions). CONOCO PHILLIPS By: /s/ Andrew Michael O'Brien Name: Andrew Michael O'Brien Title: Vice President and Treasurer 2021-11-03 COG OPERATING LLC By: /s/ Andrew Michael O'Brien Name: Andrew Michael O'Brien Title: Vice President and Treasurer 2021-11-03 CONCHO RESOURCES INC. By: /s/ Andrew Michael O'Brien Name: Andrew Michael O'Brien Title: Vice President & Treasurer 2021-11-03