X0305 4 2012-04-03 0 0001532750 Atlas Resource Partners, L.P. ARP 0001369769 Key Jeffrey C 1845 WALNUT STREET, 10TH FLOOR PHILADELPHIA PA 19103 1 0 0 0 Phantom Units 2012-04-03 4 A 0 869 A Common Units 869 869 D The undersigned is a participant in the Atlas Resource Partners, L.P. (the "Partnership") 2012 Long-Term Incentive Plan (the "Plan"). The reporting person received 869 phantom units under the Plan on April 3, 2012. Each phantom unit represents the right to receive, upon vesting, either one common unit of limited partner interest of the Partnership or its then fair market value in cash. The phantom units vest 25% per year. Lisa Washington, Attorney-in-Fact 2012-04-04