SEC Form 4
Washington, D.C. 20549


Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Sealy & Smith Foundation

(Last) (First) (Middle)


(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Atlas Energy Solutions Inc. [ AESI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 12/15/2023 J(1)(2) 8,056 A (1)(2) 8,056 I See Footnote(1)(2)
Common Stock 03/13/2024 J(1)(2) 6,866 A (1)(2) 14,922 I See Footnote(1)(2)
Common Stock 14,816,932 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Consists of shares of Common Stock underlying restricted stock units awarded to Douglas G. Rogers pursuant to the Atlas Energy Solutions Inc. 2023 Long Term Incentive Plan. Mr. Rogers is a director of the issuer, Atlas Energy Solutions Inc. ("Atlas"), and serves as Executive Director of the reporting person, The Sealy & Smith Foundation, a charitable foundation (the "Foundation"). The Foundation and Mr. Rogers have entered into an Outside Compensation Agreement dated as of November 15, 2023 (the "Agreement"), which requires that all compensation received by Mr. Rogers from Atlas in connection with Mr. Rogers' service as a director of Atlas be transferred to the Foundation. Under the Agreement, equity awards granted to Mr. Rogers subject to vesting conditions are required to be transferred, for no consideration, to the Foundation upon vesting and are held by Mr. Rogers for the benefit of the Foundation until the transfer to the Foundation is complete.
2. (Continued from footnote 1)The award of 8,056 RSUs granted to Mr. Rogers on December 15, 2023 vested in full on March 13, 2024. The award of 6,866 RSUs granted to Mr. Rogers on March 13, 2024 vests in full on the first anniversary of the grant date, subject to continued service by Mr. Rogers through the vesting date. Subsequent to the granting of these awards, the Foundation determined, on the advice of counsel, that it was appropriate for the Foundation to report the acquisition of indirect beneficial ownership of the underlying shares of Common Stock upon the grant of the awards to Mr. Rogers rather than reporting the direct acquisition of the shares following vesting of the awards.
/s/ Douglas G. Rogers, Executive Director and Secretary/Treasurer of The Sealy & Smith Foundation 04/19/2024
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.