X0305 4 2012-04-30 0 0001532750 Atlas Resource Partners, L.P. ARP 0001168756 COHEN JONATHAN Z 1845 WALNUT STREET, 10TH FLOOR PHILADELPHIA PA 19103 1 1 0 0 Vice Chairman Common Units 2012-04-30 4 P 0 50000 20.00 A 59638 D Common Units 2012-04-30 4 P 0 150000 20 A 270344 I By Foundation Common Units 6869 I By Trust The reporting person purchased the common units in a private placement transaction. In connection with the issuer's spin-off from Atlas Energy,L.P. ("ATLS"), the issuer's common units were distributed to ATLS unitholders using a ratio of 0.1021 to 1. The reporting person's units set forth in this report have been adjusted accordingly. The reporting person is a co-trustee of Arete Foundation, a charitable foundation. The reporting person disclaims beneficial ownership to these units. The reporting person is a co-trustee and co-beneficiary of the trust. /s/ Lisa Washington, Attorney-In-Fact 2012-05-02