Sec Form 4 Filing - DUBAY EUGENE N @ Atlas Energy, L.P. - 2012-03-29

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person DUBAY EUGENE N 2. Issuer Name and Ticker or Trading Symbol Atlas Energy, L.P. [ ATLS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) SVP of Midstream (Last) (First) (Middle) 1845 WALNUT STREET, 10TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 03/29/2012 (Street) PHILADELPHIA, PA19103 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 Units 03/29/2012 M 5,438 A $ 2.98 92,750 ( 2 ) ( 3 ) D Common Units 03/29/2012 S 5,438 ( 1 ) D 87,312 ( 2 ) ( 3 ) D Common Units 04/02/2012 M 5,438 A $ 2.98 92,750 ( 2 ) ( 3 ) D Common Units 04/02/2012 S 5,438 ( 5 ) D 87,312 ( 2 ) ( 3 ) D Common Units 620 I By Spouse's Trust ( 4 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Unit Options $ 2.98 ( 3 ) 03/29/2012 M 5,438 02/17/2011 01/15/2019 Common Units 5,438 $ 0 36,560 ( 3 ) D Unit Options $ 2.98 ( 3 ) 04/02/2012 M 5,438 02/17/2011 01/15/2019 Common Units 5,438 $ 0 31,122 ( 3 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other DUBAY EUGENE N 1845 WALNUT STREET, 10TH FLOOR PHILADELPHIA, PA19103 SVP of Midstream Signatures Lisa Washington, Attorney-in-fact 04/02/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On March 29, 2012, the reporting person sold, in multiple transactions, 5,438 common units of Atlas Energy, L.P. at prices ranging from $31.33 to $31.50. The units were sold pursuant to a Rule 10b5-1 plan entered into by the reporting person in June 2011. ( 2 )This amount includes 87,012 common units underlying the equivalent number of phantom units. ( 3 )As a result of the issuer's March 2012 spin-off of Atlas Resource Partners, L.P. (NYSE:ARP), and in accordance with the terms of the issuer's equity compensation plans, the reporting person's unit options and unvested phantom units were adjusted on a 1.08765 for 1 ratio. The reporting person's unit options, including exercise price, and unvested phantom units set forth in this report have been adjusted accordingly. ( 4 )The reporting person disclaims beneficial ownership of the units held by his spouse's trust, and this report should not be deemed an admission that the reporting person is the beneficial owner of his spouse's trust's units for purposes of Section 16 or for any other purpose. ( 5 )On April 2, 2012, the reporting person sold 5,438 common units of Atlas Energy, L.P. at $32.85. The units were sold pursuant to a Rule 10b5-1 plan entered into by the reporting person in June 2011.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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