Sec Form 3/A Filing - CONOCOPHILLIPS @ Aris Water Solutions, Inc. - 2021-10-26

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FORM 3/A
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
CONOCOPHILLIPS
2. Issuer Name and Ticker or Trading Symbol
Aris Water Solutions, Inc. [ ARIS]
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)
925 N. ELDRIDGE PARKWAY,
3. Date of Earliest Transaction (MM/DD/YY)
10/26/2021
(Street)
HOUSTON, TX77079
4. If Amendment, Date Original Filed (MM/DD/YY)
11/04/2021
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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
Class B Common Stock ( 1 ) 12,873,151 ( 2 ) ( 3 ) I See Footnotes ( 4 ) ( 5 )
12,873,151 ( 2 ) ( 3 )
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
Solaris Midstream Holdings, LLC Units $ 0 ( 6 ) ( 6 ) Class A Common Stock I See Footnotes ( 4 ) ( 5 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
CONOCOPHILLIPS
925 N. ELDRIDGE PARKWAY
HOUSTON, TX77079
X
COG Operating LLC
ONE CONCHO CENTER
600 W. ILLINOIS AVENUE
MIDLAND, TX79701
X
CONCHO RESOURCES INC
ONE CONCHO CENTER
600 W. ILLINOIS AVENUE
MIDLAND, TX79701
X
Signatures
CONOCO PHILLIPS By: /s/ Andrew Michael O'Brien Name: Andrew Michael O'Brien Title: Vice President and Treasurer 11/09/2021
Signature of Reporting Person Date
COG OPERATING LLC By: /s/ Andrew Michael O'Brien Name: Andrew Michael O'Brien Title: Vice President and Treasurer 11/09/2021
Signature of Reporting Person Date
CONCHO RESOURCES INC. By: /s/ Andrew Michael O'Brien Name: Andrew Michael O'Brien Title: Vice President & Treasurer 11/09/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each share of Class B common stock has no economic rights but entitles its holder to one vote on all matters to be voted on by stockholders generally.
( 2 )Immediately prior to closing of the Issuer's initial public offering, the Fourth Amended and Restated Limited Liability Company Agreement of Solaris Midstream Holdings, LLC ("Solaris LLC"), of which the Issuer is the managing member, became effective (the "Solaris LLC Agreement"). Pursuant to the Solaris LLC Agreement, (i) all of the membership interests in Solaris LLC held by its existing owners were converted into a single class of units in Solaris LLC ("Solaris LLC Units") and (ii) Solaris LLC distributed to its members, including COG Operating LLC ("COG Operating LLC"), one share of Class B common stock for each Solaris LLC Unit held by such members, in each case based on the average of the volume weighted average price of shares of the Issuer's Class A common stock for the 10 trading days commencing with the date of the initial listing of the Issuer's Class A common stock on the New York Stock Exchange (the "VWAP").
( 3 )The number of Solaris LLC Units and shares of Class B common stock beneficially owned by the Reporting Person was determined on November 5, 2021 based on the VWAP.
( 4 )The shares of Class B common stock of Aris Water Solutions, Inc. and the Solaris LLC Units are held of record by COG Operating LLC. COG Operating LLC is a wholly owned subsidiary of Concho Resources Inc., and Concho Resources Inc. is a wholly owned subsidiary of ConocoPhillips.
( 5 )Each of the reporting persons may be deemed to be the beneficial owner of all or a portion of the securities reported herein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, that the reporting persons are the beneficial owners of any securities reported herein, and the reporting persons disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.
( 6 )Subject to certain limitations and exceptions described in the Solaris LLC Agreement, the Solaris LLC Units (together with a corresponding number of shares of Class B common stock) are redeemable from time to time for shares of Class A common stock of the Issuer (on a one-for-one basis, subject to conversion rate adjustments for stock splits, stock dividends and reclassification and other similar transactions).

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