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