0001104659-13-003768.txt : 20130122 0001104659-13-003768.hdr.sgml : 20130121 20130122142138 ACCESSION NUMBER: 0001104659-13-003768 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20130122 DATE AS OF CHANGE: 20130122 GROUP MEMBERS: ING CAPITAL MARKETS LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Atlas Energy, L.P. CENTRAL INDEX KEY: 0001347218 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION [4922] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-81942 FILM NUMBER: 13539937 BUSINESS ADDRESS: STREET 1: PARK PLACE CORPORATE CENTER ONE STREET 2: 1000 COMMERCE DRIVE, 4TH FLOOR CITY: PITTSBURGH STATE: PA ZIP: 15275 BUSINESS PHONE: 412-489-0006 MAIL ADDRESS: STREET 1: PARK PLACE CORPORATE CENTER ONE STREET 2: 1000 COMMERCE DRIVE, 4TH FLOOR CITY: PITTSBURGH STATE: PA ZIP: 15275 FORMER COMPANY: FORMER CONFORMED NAME: Atlas Pipeline Holdings, L.P. DATE OF NAME CHANGE: 20051219 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ING GROEP NV CENTRAL INDEX KEY: 0001039765 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 000000000 STATE OF INCORPORATION: P7 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: PO BOX 1800 CITY: AMSTERDAM STATE: P7 ZIP: 1000 BV BUSINESS PHONE: 01131205639111 MAIL ADDRESS: STREET 1: PO BOX 1800 CITY: AMSTERDAM STATE: P7 ZIP: 1000 BV SC 13G 1 a13-3423_1sc13g.htm SC 13G

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 


 

SCHEDULE 13G

 

(Rule 13d-102)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO

FILED PURSUANT TO RULE 13d-2

 

Atlas Energy, L.P.

(Name of Issuer)

Common Units Representing Limited Partnership Interests

(Title of Class of Securities)

04930A104

(CUSIP Number)

January 11, 2013

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

x

Rule 13d-1(c)

o

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. 04930A104

 

 

1.

Name of Reporting Person.
I.R.S. Identification No. of Above Person (Entities Only).

ING Groep N.V.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
The Netherlands

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
0

 

6.

Shared Voting Power
2,855,073 (1)

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
2,855,073 (1)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,855,073

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
5.56% (2)

 

 

12.

Type of Reporting Person (See Instructions)
HC

 


(1)  All 2,855,073 common units are held by ING Capital Markets LLC, an indirect wholly owned subsidiary of ING Groep N.V., and ING Capital Markets LLC may be deemed the beneficial owner of all 2,855,073 common units.

 

(2)  Based on 51,354,822 common units issued and outstanding as of November 1, 2012, as reported by the issuer in its Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on November 8, 2012.

 

2



 

CUSIP No. 04930A104

 

 

1.

Name of Reporting Person.
I.R.S. Identification No. of Above Person (Entities Only).

ING Capital Markets LLC

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
0

 

6.

Shared Voting Power
2,855,073

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
2,855,073

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,855,073

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
5.56% (2)

 

 

12.

Type of Reporting Person (See Instructions)
OO

 

3



 

Item 1(a).

Name of Issuer:

Atlas Energy, L.P.

Item 1(b).

Address of Issuer’s Principal Executive Offices:

Park Place Corporate Center

One 1000 Commerce Drive

4TH Floor Pittsburgh PA 15275

United States of America

 

Item 2(a).

Name of Person Filing:

ING Groep N.V.

ING Capital Markets LLC

Item 2(b).

Address of Principal Business Office or, if none, Residence:

ING Groep N.V.

Bijlmerplein 888

1102 MG

Amsterdam-Zuidoost

Postbus 1800

1000 BV Amsterdam

The Netherlands

 

ING Capital Markets LLC

1013 Centre Road

Wilmington, New Castle

DE 19805

United States

Item 2(c).

Citizenship:

ING Groep N.V. – The Netherlands

ING Capital Markets LLC – Delaware

Item 2(d).

Title of Class of Securities:

Common units representing limited partnership interests of Atlas Energy, L.P.

Item 2(e).

CUSIP Number:

04930A104

 

Item 3.

If this statement is filed pursuant to Rule 13d-1(b), 13d-2(b) or (c), check whether the person filing is a:

 

(a)

o

Broker or dealer registered under section 15 of the Exchange Act.

 

(b)

o

Bank as defined in section 3(a)(6) of the Exchange Act.

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Exchange Act.

 

(d)

o

Investment company as defined under section 8 of the Investment Company Act.

 

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).

 

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).

 

(g)

o

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).

 

(h)

o

A savings association as defined in section 3(b) of the Federal Deposit Insurance Act.

 

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act.

 

(j)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

Not Applicable.

 

4



 

Item 4.

Ownership:

 

(a)

ING Groep N.V. may be deemed to be the beneficial owner of 2,855,073 common units held by ING Capital Markets LLC, an indirect wholly owned subsidiary. ING Capital Markets LLC may be deemed the beneficial owner of all 2,855,073 common units.

 

(b)

ING Groep N.V. and ING Capital Markets LLC, an indirect wholly owned subsidiary of ING Groep N.V., may be deemed to be the beneficial owner of 5.56% of the common units based on 51,354,822 common units issued and outstanding as of November 1, 2012, as reported by the issuer in its Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on November 8, 2012.

 

(c)

Each of ING Groep N.V. and ING Capital Markets LLC have the shared power to vote and direct the disposition of the 2,855,073 common units held by ING Capital Markets LLC.

 

Item 5.

Ownership of Five Percent or Less of a Class:

 

Not Applicable.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

 

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.

 

Not Applicable.

 

Item 8.

Identification and Classification of Members of the Group.

 

Not Applicable.

 

Item 9.

Notice of Dissolution of Group.

 

Not Applicable.

 

5



 

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.

 

SIGNATURE

 

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.

 

Dated:  January 22, 2013

 

 

ING GROEP N.V.

 

 

 

By:

/s/ Just A.M. Emke-Petrelluzzi Bojanic

 

(Signature)

 

 

 

J.A.M. Emke-Petrelluzzi Bojanic

 

Senior Compliance Officer (Name/Title)

 

 

 

By:

/s/ Sander Valkering

 

(Signature)

 

 

 

Sander Valkering

 

Business Manager (Name/Title)

 

 

 

ING CAPITAL MARKETS LLC

 

 

 

By:

/s/ Tim Casady

 

Tim Casady

 

Director (Name/Title)

 

6


EX-99.(A) 2 a13-3423_1ex99da.htm EX-99.(A)

 

Exhibit A to Schedule 13G

Joint Filing Agreement

Pursuant to Rule 13d-1(k)

 

The undersigned persons (the “Reporting Persons”) hereby agree that a joint statement on this Schedule 13G, and any amendments thereto, be filed on their behalf by ING Groep N.V.

 

Each of the Reporting Persons is responsible for the completeness and accuracy of the information concerning each of them contained therein, but none of the Reporting Persons is responsible for the completeness or accuracy of the information concerning any other Reporting Person.

 

 

Dated:  January 22, 2013

 

 

ING GROEP N.V.

 

 

 

By:

/s/ Just A.M. Emke-Petrelluzzi Bojanic

 

(Signature)

 

 

 

J.A.M. Emke-Petrelluzzi Bojanic

 

Senior Compliance Officer (Name/Title)

 

 

 

By:

/s/ Sander Valkering

 

(Signature)

 

 

 

Sander Valkering

 

Business Manager (Name/Title)

 

 

 

ING CAPITAL MARKETS LLC

 

 

 

By:

/s/ Tim Casady

 

Tim Casady

 

Director (Name/Title)

 

1