X0305 4 2012-04-26 0 0001092914 ATLAS PIPELINE PARTNERS LP APL 0001201754 DUBAY EUGENE N 1845 WALNUT STREET, 10TH FLOOR PHILADELPHIA PA 19103 1 1 0 0 President & CEO Common Units 2012-04-26 4 A 0 100000 A 101000 D Common Units 67125 I By Trust Common Units 37175 I By Spouse Trust The reporting person is a participant in the Atlas Pipeline Partners, L.P. (the "Partnership") 2010 Long Term Incentive Plan (the "Plan"). The reporting person received 100,000 phantom units, with distribution equivalent rights, under the Plan on April 26, 2012. Each phantom unit represents the right to receive, upon vesting, one common unit of limited partner interest of the Partnership. The phantom units in the Plan vest 25% per year. The units are receivable without additional consideration. 100,000 of these units remain subject to vesting schedules. 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. Gerald R. Shrader, Attorney-in-Fact 2012-04-27