Sec Form 4 Filing - COOPERMAN LEON G @ Atlas Energy Group, LLC - 2016-02-26

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
COOPERMAN LEON G
2. Issuer Name and Ticker or Trading Symbol
Atlas Energy Group, LLC [ ATLS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
11431 W. PALMETTO PARK ROAD
3. Date of Earliest Transaction (MM/DD/YY)
02/26/2016
(Street)
BOCA RATON, FL33428
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 02/26/2016 S 63,846 D $ 0.53 ( 1 ) 1,109,331 I Omega Capital Partners ( 2 )
Common Units 02/29/2016 S 69,800 D $ 0.45 ( 3 ) 1,039,531 I Omega Capital Partners ( 2 )
Common Units 03/01/2016 S 63,486 D $ 0.41 ( 4 ) 976,285 I Omega Capital Partners ( 2 )
Common Units 02/29/2016 S 22,000 D $ 0.45 ( 3 ) 562,231 I Omega Equity Investors ( 5 )
Common Units 03/01/2016 S 33,600 D $ 0.41 ( 4 ) 532,731 I Omega Equity Investors ( 5 )
Common Units 02/26/2016 S 17,900 D $ 0.53 ( 1 ) 522,121 I Omega Capital Investors ( 6 )
Common Units 02/29/2016 S 32,900 D $ 0.45 ( 3 ) 489,221 I Omega Capital Investors ( 6 )
Common Units 03/01/2016 S 29,500 D $ 0.41 ( 4 ) 459,721 I Omega Capital Investors ( 6 )
Common Units 40,860 I Omega Overseas Partners ( 7 )
Common Units 759,662 D
Common Units 100,000 I Spouse ( 8 )
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
COOPERMAN LEON G
11431 W. PALMETTO PARK ROAD
BOCA RATON, FL33428
X
Signatures
Alan M. Stark, attorney in fact, Power of Attorney on file 03/01/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.45-$0.60, inclusive. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth above.
( 2 )The securities are held in the account of Omega Capital Partners, LP, a private investment entity over which the reporting person has investment discretion. The reporting person disclaims beneficial ownership except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership for purposes of Section 16 or for any other purpose.
( 3 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.40-$0.51, inclusive. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth above.
( 4 )The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $0.40- $0.43, inclusive. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth above.
( 5 )The securities are held in the account of Omega Equity Investors, LP, a private investment entity over which the reporting person has investment discretion. The reporting person disclaims beneficial ownership except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership for purposes of Section 16 or for any other purpose.
( 6 )The securities are held in the account of Omega Capital Investors, LP, a private investment entity over which the reporting person has investment discretion. The reporting person disclaims beneficial ownership except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership for purposes of Section 16 or for any other purpose.
( 7 )The securities are held in the account of Omega Overseas Partners Ltd, a private investment entity over which the reporting person has investment discretion. The reporting person disclaims beneficial ownership except to the extent of his pecuniary interest therein, and the inclusion of these securities herein shall not be deemed an admission of beneficial ownership for purposes of Section 16 or for any other purpose.
( 8 )The securities are held in the account of Toby Cooperman over which the reporting person has investment discretion. The reporting person disclaims beneficial ownership, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership for purposes of Section 16 or for any other purpose.

Remarks:
SECURITIES HELD IN THE MICHAEL COOPERMAN ACCOUNT, THE WRA TRUST ACCOUNT F/B/O MICHAEL COOPERMAN, AND THE COOPERMAN FAMILY FUND FOR JEWISH FUTURE ARE NOT INCLUDED ON THIS FORM 4 BECAUSE IT HAS BEEN DETERMINED THAT THE REPORTING PERSON DOES NOT HAVE A PECUNIARY INTEREST IN SUCH SHARES.

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.