X0305 4 2012-03-29 0 0001347218 Atlas Energy, L.P. ATLS 0001201754 DUBAY EUGENE N 1845 WALNUT STREET, 10TH FLOOR PHILADELPHIA PA 19103 0 1 0 0 SVP of Midstream Common Units 2012-03-29 4 M 0 5438 2.98 A 92750 D Common Units 2012-03-29 4 S 0 5438 D 87312 D Common Units 2012-04-02 4 M 0 5438 2.98 A 92750 D Common Units 2012-04-02 4 S 0 5438 D 87312 D Common Units 620 I By Spouse's Trust Unit Options 2.98 2012-03-29 4 M 0 5438 0 A 2011-02-17 2019-01-15 Common Units 5438 36560 D Unit Options 2.98 2012-04-02 4 M 0 5438 0 A 2011-02-17 2019-01-15 Common Units 5438 31122 D On March 29, 2012, the reporting person sold, in multiple transactions, 5,438 common units of Atlas Energy, L.P. at prices ranging from $31.33 to $31.50. The units were sold pursuant to a Rule 10b5-1 plan entered into by the reporting person in June 2011. This amount includes 87,012 common units underlying the equivalent number of phantom units. As a result of the issuer'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 options and unvested phantom units were adjusted on a 1.08765 for 1 ratio. The reporting person's unit options, including exercise price, and unvested phantom units set forth in this report have been adjusted accordingly. The reporting person disclaims beneficial ownership of the units held by his spouse's trust, and this report should not be deemed an admission that the reporting person is the beneficial owner of his spouse's trust's units for purposes of Section 16 or for any other purpose. On April 2, 2012, the reporting person sold 5,438 common units of Atlas Energy, L.P. at $32.85. The units were sold pursuant to a Rule 10b5-1 plan entered into by the reporting person in June 2011. Lisa Washington, Attorney-in-fact 2012-04-02