| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment
No. 1
)*
|
Aris Water Solutions, Inc. (Name of Issuer) |
Class A Common Stock, par value $0.01 per share (Title of Class of Securities) |
04041L106 (CUSIP Number) |
12/13/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule
13d-1(b) |
 Rule
13d-1(c) |
| Rule
13d-1(d) |
SCHEDULE 13G |
| CUSIP No. | 04041L106 |
| 1 | Names of Reporting Persons Delaware Energy LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization NEW MEXICO | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 0.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
Comment for Type of Reporting Person:
(Limited Liability Company)
SCHEDULE 13G |
| CUSIP No. | 04041L106 |
| 1 | Names of Reporting Persons Eddy Lea Associates, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization TEXAS | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 0.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
Comment for Type of Reporting Person:
(Limited Liability Company)
SCHEDULE 13G |
| CUSIP No. | 04041L106 |
| 1 | Names of Reporting Persons Gable S Corporation | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization TEXAS | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 1,613,670.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 5.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) CO |
SCHEDULE 13G |
| CUSIP No. | 04041L106 |
| 1 | Names of Reporting Persons Sherman A. Scott | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization UNITED STATES | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 1,613,670.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 5.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
SCHEDULE 13G |
| CUSIP No. | 04041L106 |
| 1 | Names of Reporting Persons Shaesby Scott | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization UNITED STATES | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 0.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
SCHEDULE 13G |
| CUSIP No. | 04041L106 |
| 1 | Names of Reporting Persons Forest Dorn | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization UNITED STATES | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 0.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
SCHEDULE 13G |
| Item 1. | |
| (a) | Name of issuer: Aris Water Solutions, Inc. |
| (b) | Address of issuer's principal executive
offices: 9651 KATY FREEWAY, SUITE 400, HOUSTON, TX, 77024 |
| Item 2. | |
| (a) | Name of person filing: This Amendment No. 1 to Statement on Schedule 13G (this "Amendment") is being filed jointly by Delaware Energy, LLC, a New Mexico limited liability company ("Delaware Energy"), Eddy Lea Associates, LLC, a Texas limited liability company ("Eddy Lea"), Gable S Corporation, a Texas corporation ("Gable"), Sherman A. Scott, Shaesby Scott and Forest Dorn. Delaware Energy, Eddy Lea, Gable, Sherman A. Scott, Shaesby Scott and Forest Dorn are collectively referred to as the "Reporting Persons."
This Amendment is being filed to amend and supplement the Statement on Schedule 13G with respect to the shares of Class A common stock, $0.01 par value per share (the "Common Stock") of Aris Water Solutions, Inc. (the "Issuer") filed by the reporting persons with the U.S. Securities and Exchange Commission ("SEC") on November 25, 2024 (the "Initial Filing"). The purpose of this Amendment is to (i) update the beneficial ownership information on the cover pages and in Item 4 in the Initial Filing, including to indicate that each of Delaware Energy, Eddy Lea, Shaesby Scott and Forest Dorn have ceased to be the beneficial owner of more than five percent of the outstanding shares of the outstanding common stock of the issuer and to amend Item 5 of the Initial Filing accordingly and (ii) amend the Initial Filing to add Forest Dorn and Shaesby Scott as reporting persons as they shared beneficial ownership at the time of the Initial Filing and amend Items 2 and 4 accordingly.
This Amendment constitutes an exit filing for each of Delaware Energy, Eddy Lea, Shaesby Scott and Forest Dorn. Based on 30,682,834 shares of Common Stock, as disclosed in the Issuer's Quarterly Report on Form 10-Q for the period ended September 30, 2024, filed with the SEC on November 5, 2024.
i. Delaware Energy;
ii. Eddy Lea;
iii. Gable;
iv. Sherman A. Scott;
v. Shaesby Scott; and
vi. Forest Dorn.
Delaware Energy was the record and direct beneficial owner of the securities covered by this statement, and Shaesby Scott and Forest Dorn are the managers of Delaware Energy. Eddy Lea is the majority member of Delaware Energy, and Gable is the majority member of Eddy Lea. Sherman A. Scott is the President and sole owner of Gable. Shaesby Scott, Forest Dorn, Eddy Lea, Gable and Sherman A. Scott may be deemed to be indirect beneficial owners of the securities owned by Delaware Energy.
The Reporting Persons have entered into a joint filing agreement, a copy of which is attached as Exhibit 99.1.
|
| (b) | Address or principal business office or, if
none, residence: i. Delaware Energy - PO Box 129, Broussard, LA 70518;
ii. Eddy Lea - PO Box 129, Broussard, LA 70518;
iii. Gable - PO Box 129, Broussard, LA 70518;
iv. Sherman A. Scott - PO Box 129, Broussard, LA 70518;
v. Shaesby Scott - PO Box 129, Broussard, LA 70518; and
vi. Forest Dorn - PO Box 129, Broussard, LA 70518. |
| (c) | Citizenship: i. Delaware Energy is a New Mexico limited liability company.
ii. Eddy Lea is a Texas limited liability company.
iii. Gable is a Texas corporation.
iv. Sherman A. Scott is a citizen of the United States of America.
v. Shaesby Scott is a citizen of the United States of America.
vi. Forest Dorn is a citizen of the United States of America. |
| (d) | Title of class of securities: Class A Common Stock, par value $0.01 per share |
| (e) | CUSIP No.: 04041L106 |
| Item 4. | Ownership |
| (a) | Amount beneficially owned: i. Delaware Energy - 0.0;
ii. Eddy Lea - 0.0;
iii. Gable - 1,613,670;
iv. Sherman A. Scott - 1,613,670;
v. Shaesby Scott - 0.0; and
vi. Forest Dorn - 0.0. |
| (b) | Percent of class: i. Delaware Energy - 0.0%;
ii. Eddy Lea - 0.0%;
iii. Gable - 5.3%;
iv. Sherman A. Scott - 5.3%;
v. Shaesby Scott - 0.0%; and
vi. Forest Dorn - 0.0%. % |
| (c) | Number of shares as to which the person has: |
| (i) Sole power to vote or to direct the vote: 0.00 for all Reporting Persons | |
| (ii) Shared power to vote or to direct the
vote: i. Delaware Energy - 0.0;
ii. Eddy Lea - 0.0;
iii. Gable - 1,613,670;
iv. Sherman A. Scott - 1,613,670;
v. Shaesby Scott - 0.0; and
vi. Forest Dorn - 0.0. | |
| (iii) Sole power to dispose or to direct the
disposition of: 0.00 for all Reporting Persons | |
| (iv) Shared power to dispose or to direct the
disposition of: i. Delaware Energy - 0.0;
ii. Eddy Lea - 0.0;
iii. Gable - 1,613,670;
iv. Sherman A. Scott - 1,613,670;
v. Shaesby Scott - 0.0; and
vi. Forest Dorn - 0.0. | |
| Item 5. | Ownership of 5 Percent or Less of a Class. |
|
Ownership of 5 percent or less of a class | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
Not Applicable
| |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
If a parent holding company has filed this schedule, pursuant to Rule
13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the
Item 3 classification of the relevant subsidiary. If a parent holding company has filed this
schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the
identification of the relevant subsidiary.
See Item 2(a). | |
| Item 8. | Identification and Classification of Members of the Group. |
Not Applicable
| |
| Item 9. | Notice of Dissolution of Group. |
Not Applicable
|
| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in this statement is
true, complete and correct. |
|
|
|
|
|
|
|
|
|
|
|
|
Exhibit
Information |
99.1 Joint Filing Agreement among the Reporting Persons, dated as of January 23, 2025 |