William A Zartler Form 4 Aris Water Solutions / William A Zartler ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

Zartler William A

(Last) (First) (Middle)

9811 KATY FREEWAY, SUITE 700

(Street)

HOUSTON TX 77024

(City) (State) (Zip)

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	10% Owner
X	Officer (give title below)	Other (specify below)
Founder and Executive Chairman

3. Date of Earliest Transaction (Month/Day/Year)
10/26/2021

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
Class A Common Stock	10/26/2021		A		130,770(1)	A	$0	130,770	D
Class B Common Stock(2)	10/26/2021		A		0(3)(4)	A	$0	0(3)(4)	I	See Footnote(5)

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
Solaris Midstream Holdings, LLC Units	$0	10/26/2021		A		0(3)(4)		(6)	(6)	Class A Common Stock	0(3)(4)	$0	0(3)(4)	I	See Footnote(5)

Explanation of Responses:

1. Represents 130,770 restricted stock units ("RSUs") granted under the Aris Water Solutions, Inc. 2021 Equity Incentive Plan. Each RSU represents the right to receive one share of the Issuer's Class A common stock. The RSUs will vest in the following installments: (i) 50% on October 22, 2022, (ii) 25% on October 22, 2023, and (iii) 25% on October 22, 2024.

2. 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.

3. 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 will be converted into a single class of units in Solaris LLC ("Solaris LLC Units") and (ii) Solaris LLC will distribute to its members 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.

4. The beneficial ownership interests of the Reporting Person are represented by limited liability company interests in Solaris Midstream Investment, LLC ("Solaris Investment"), which has advised the Issuer that it intends to distribute all of the Solaris LLC Units and shares of the Issuer's Class B common stock it receives pursuant to the Solaris LLC Agreement to its members, including Solaris Energy Capital, LLC ("Solaris Energy Capital"), a company controlled by the Reporting Person. Solaris Investment is expected to be wound up and dissolved following the foregoing distribution. The number of Solaris LLC Units and shares of Class B common stock beneficially owned by the Reporting Person will be reported on an amendment to this Form 4 as soon as practicable once the number of Solaris LLC Units and shares of Class B common stock are determined pursuant to the Solaris LLC Agreement.

5. Represents shares held by Solaris Energy Capital. The Reporting Person is the sole member of Solaris Energy Capital and has the authority to vote or dispose of the shares held by Solaris Energy Capital in his sole discretion. The Reporting Person disclaims beneficial ownership of the shares held by Solaris Energy Capital in excess of his 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).

	/s/ Brenda R. Schroer as Attorney-in-Fact	10/28/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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