X0305 4 2012-05-15 0 0001532750 Atlas Resource Partners, L.P. ARP 0001228769 COHEN EDWARD E 1845 WALNUT STREET, 10TH FLOOR PHILADELPHIA PA 19103 1 1 0 0 Chairman & CEO Common Units 2012-05-15 4 A 0 150000 A 202297 D Common Units 270344 I By Foundation Common Units 3396 I By Partnership Common Units 7510 I By Trust Common Units 6869 I By Spouse Trust Common Units 766 I By Family Trust Common Units 2680 I By Spouse IRA Common Units 5881 I By IRA Unit Options (right to buy) 24.67 2012-05-15 4 A 0 350000 0 A 2022-05-15 Common Units 350000 350000 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 150,000 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. 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 and his spouse are the sole shareholders, officers and directors of the corporate general partner of Solomon Investment Partnership, L.P. a limited partnership, and are the sole partners of the partnership. The reporting person received 350,000 options under the Plan on May 15, 2012. The options vest 25% per year. Lisa Washington, Attorney-In-Fact 2012-05-17