Sec Form 4 Filing - COLONNETTA JOSEPH @ Aris Water Solutions, Inc. - 2022-11-18

Insider filing report for Changes in Beneficial Ownership
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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
COLONNETTA JOSEPH
2. Issuer Name and Ticker or Trading Symbol
Aris Water Solutions, Inc. [ ARIS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
9811 KATY FREEWAY, SUITE 700
3. Date of Earliest Transaction (MM/DD/YY)
11/18/2022
(Street)
HOUSTON, TX77024
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
Class A Common Stock 11/18/2022 C 3,179,324 A $ 0( 1 ) 3,179,324 I See Footnote( 2 )
Class A Common Stock 11/18/2022 J( 3 ) 3,179,324 D $ 0( 3 ) 0 I See Footnote( 2 )
Class A Common Stock 11/18/2022 J( 3 ) 123,313 A $ 0( 3 ) 123,313 I See Footnote( 4 )
Class A Common Stock 18,689 D
Class B Common Stock( 5 ) 11/18/2022 J( 1 ) 3,179,324 D $ 0( 1 ) 0 I See Footnote( 2 )
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 ( 6 ) 11/18/2022 C 3,179,324 ( 6 ) ( 6 ) Class A Common Stock 3,179,324 $ 0( 1 ) 0 I See Footnote( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
COLONNETTA JOSEPH
9811 KATY FREEWAY, SUITE 700
HOUSTON, TX77024
X X
Signatures
/s/ Adrian Milton, as Attorney-in-Fact 11/21/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Pursuant to the Fourth Amended and Restated Limited Liability Company Agreement of Solaris Midstream Holdings, LLC ("Solaris LLC"), dated as of October 26, 2021, included as Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed October 27, 2021 (the "Solaris LLC Agreement"), an aggregate of 3,179,324 shares of the Issuer's Class B common stock were cancelled for no consideration on a one-for-one basis upon the redemption by HBC Water Resources LP ("HBC") and HBC Water Resources II LP ("HBC II" and, together with HBC I, the "HBC Stockholders") of an aggregate of 3,179,324 units in Solaris LLC ("Solaris LLC Units") (together with a corresponding number of shares of Class B common stock) for an aggregate of 3,179,324 shares of the Issuer's Class A common stock.
( 2 )Represents securities held directly by HBC and HBC II. The Reporting Person is a manager of HBC Water Resources GP LP, the general partner of HBC, and is a manager of HBC Water Resources II GP LP, the general partner of HBC II. As a result, the Reporting Person may be deemed to beneficially own the securities owned by HBC and HBC II. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for Section 16 or any other purpose.
( 3 )In accordance with the limited partnership agreements of the HBC Stockholders, the HBC Stockholders made pro rata distributions of an aggregate of 3,179,324 shares of the Issuer's Class A common stock to their respective partners. As a result of such pro rata distributions, Colonnetta Family Partners I, LP ("Colonnetta Partners") received an aggregate of 123,313 shares of the Issuer's Class A common stock.
( 4 )Represents securities held directly by Colonnetta Partners. Colonnetta Management Company LLC ("Colonnetta Management") is the general partner of Colonnetta Partners. The Reporting Person and the Reporting Person's spouse are the managers of Colonnetta Management. As a result, the Reporting Person may be deemed to beneficially own the securities owned by Colonnetta Partners.
( 5 )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.
( 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).

Remarks:
Exhibit List: Exhibit 24.1 - Power of Attorney.

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