X0305 4 2012-05-15 0 0001532750 Atlas Resource Partners, L.P. ARP 0001363480 Washington Lisa 1845 WALNUT STREET, 10TH FLOOR PHILADELPHIA PA 19103 0 1 0 0 CLO & Secretary Common Units 2012-05-15 4 A 0 10000 A 10333 D Unit Options (right to buy) 24.67 2012-05-15 4 A 0 12500 0 A 2022-05-15 Common Units 12500 12500 D The reporting person is a participant in the Atlas Resource Partners, L.P. (the "Partnership") 2012 Long-Term Incentive Plan (the "Plan"). The reporting person received 10,000 phantom units under the Plan on May 15, 2012. Each phantom unit represents the right to receive, upon vesting, one common unit of the Partnership. The phantom units in the Plan vest 25% per year. The units are receivable without additional consideration. In connection with the Partnership's spin-off from Atlas Energy, L.P. ("ATLS"), the Partnership'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 received 12,500 options under the Plan on May 15, 2012. The options vest 25% per year. Lisa Washington 2012-05-17