Aris Water Solutions (ARIS) Form 3/A Aris Water Solutions / CONOCOPHILLIPS ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

CONOCOPHILLIPS

(Last) (First) (Middle)

925 N. ELDRIDGE PARKWAY

(Street)

HOUSTON TX 77079

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/26/2021

3. Issuer Name and Ticker or Trading Symbol
Aris Water Solutions, Inc. [ ARIS ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)
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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class B Common Stock(1)	12,873,151(2)(3)	I	See Footnotes(4)(5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Solaris Midstream Holdings, LLC Units	(6)	(6)	Class A Common Stock	12,873,151(2)(3)	0.00	I	See Footnotes(4)(5)

1. Name and Address of Reporting Person^*

CONOCOPHILLIPS

(Last) (First) (Middle)

925 N. ELDRIDGE PARKWAY

(Street)

HOUSTON TX 77079

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

COG Operating LLC

(Last) (First) (Middle)

ONE CONCHO CENTER

600 W. ILLINOIS AVENUE

(Street)

MIDLAND TX 79701

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CONCHO RESOURCES INC

(Last) (First) (Middle)

ONE CONCHO CENTER

600 W. ILLINOIS AVENUE

(Street)

MIDLAND TX 79701

(City) (State) (Zip)

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).

	CONOCO PHILLIPS By: /s/ Andrew Michael O'Brien Name: Andrew Michael O'Brien Title: Vice President and Treasurer	11/09/2021
	COG OPERATING LLC By: /s/ Andrew Michael O'Brien Name: Andrew Michael O'Brien Title: Vice President and Treasurer	11/09/2021
	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
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