Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
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)
December 31, 2021
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this schedule is filed:
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☐
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Rule 13d-1(b)
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☐
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Rule 13d-1(c)
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☒
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Rule 13d-1(d)
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| * |
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent
amendment containing information which would alter disclosures provided in a prior cover page.
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The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of
1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. 04041L106
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SCHEDULE 13G
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1
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NAMES OF REPORTING PERSONS
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HBC Water Resources LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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||||
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Texas
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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1,811,085 (1)(2)
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6
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SHARED VOTING POWER
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0
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7
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SOLE DISPOSITIVE POWER
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1,811,085 (1)(2)
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,811,085 (1)(2)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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| ☐ |
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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8.2% (3)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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| (1) |
Represents shares of Class A common stock, par value $0.01 per share (“Class A Common Stock”), of Aris Water Solutions, Inc. (the “Issuer”) issuable to HBC Water Resources LP (“HBC
Water”) upon the redemption of an equal number of units in Solaris Midstream Holdings, LLC (“Solaris LLC Units”) (together with a corresponding number of shares of Class B common stock, par value $0.01 per share (“Class B Common Stock”), of
the Issuer). Subject to certain limitations and exceptions described in the Fourth Amended and Restated Limited Liability Company Agreement of Solaris Midstream Holdings, LLC (“Solaris LLC”), of which the Issuer is the manager member (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 (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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| (2) |
1,811,085 shares of Class B Common Stock and 1,811,085 Solaris LLC Units are held of record by HBC Water. HBC Water Resources GP LP (“HBC GP”) is the general partner of HBC Water.
Joseph Colonnetta and J. Hale Hoak are the managers of HBC GP. As such, each of Mr. Colonnetta and Mr. Hoak have the power to vote and dispose of the securities held by HBC Water and may be deemed to be a beneficial owner of all securities
reported herein. Each of Mr. Colonnetta and Mr. Hoak disclaims beneficial ownership of all securities reported herein in excess of his pecuniary interests therein.
|
| (3) |
The percentage of class represented by the amount in row 9 is presented as a percentage of the outstanding shares of Class A Common Stock and is calculated pursuant to Rule 13d-3 of the
Act using 20,297,500 shares of Class A Common Stock outstanding as of November 1, 2021 as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 10, 2021, plus 1,811,085 Solaris
LLC Units that may be deemed to be beneficially owned by HBC Water which, together with an equal number of shares of Class B C
ommon Stock, are redeemable from time to time on a one-for-one basis for shares of Class A Common Stock (subject to
conversion rate adjustments for stock splits, stock dividends and reclassification and other similar transactions) and is calculated assuming no redemption of any other Solaris LLC Units (or corresponding number of shares of Class B Common
Stock).
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CUSIP No. 04041L106
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SCHEDULE 13G
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1
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NAMES OF REPORTING PERSONS
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HBC Water Resources II LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Texas
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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1,368,239 (1)(2)
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6
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SHARED VOTING POWER
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0
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7
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SOLE DISPOSITIVE POWER
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1,368,239 (1)(2)
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,368,239 (1)(2)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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| ☐ |
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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6.3% (3)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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| (1) |
Represents shares of Class A Common Stock issuable to HBC Water Resources II LP (“HBC Water II” and, together with HBC Water, the “HBC Holders”) upon the redemption of an equal number
of Solaris LLC Units (together with a corresponding number of shares of Class B Common Stock). 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 (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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| (2) |
1,368,239 shares of Class B Common Stock and 1,368,239 Solaris LLC Units are held of
record by HBC Water II. HBC Water Resources II GP LP (“HBC GP II”) is the general partner of HBC Water II. Joseph Colonnetta and J. Hale Hoak are the managers of HBC GP II. As such, each of Mr. Colonnetta and Mr. Hoak have the power to vote
and dispose of the securities held by HBC Water II and may be deemed to be a beneficial owner of all securities reported herein. Each of Mr. Colonnetta and Mr. Hoak disclaims beneficial ownership of all securities reported herein in excess
of his pecuniary interests therein.
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| (3) |
The percentage of class represented by the amount in row 9 is presented as a percentage of the outstanding shares of Class A Common Stock and is calculated pursuant to Rule 13d-3 of the
Act using 20,297,500 shares of Class A Common Stock outstanding as of November 1, 2021 as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 10, 2021, plus 1,368,239 Solaris LLC Units that may be deemed to be beneficially owned by HBC Water II which, together with an equal number of shares of Class B Common Stock, are redeemable from time to time on a
one-for-one basis for shares of Class A Common Stock (subject to conversion rate adjustments for stock splits, stock dividends and reclassification and other similar transactions) and is calculated assuming no redemption of any other Solaris
LLC Units (or corresponding number of shares of Class B Common Stock).
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CUSIP No. 04041L106
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SCHEDULE 13G
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1
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NAMES OF REPORTING PERSONS
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Joseph Colonnetta
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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3,179,324 (1)(2)
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6
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SHARED VOTING POWER
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0
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7
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SOLE DISPOSITIVE POWER
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3,179,324 (1)(2)
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8
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SHARED DISPOSITIVE POWER
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0
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||||
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,179,324 (1)(2)
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||||
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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| ☐ |
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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13.5% (3)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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||||
| (1) |
Represents 1,811,085 and 1,368,239 shares of Class A Common Stock issuable to HBC Water and HBC Water II, respectively, upon the redemption of an equal number of Solaris LLC Units
(together with a corresponding number of shares of Class B Common Stock). 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 (on a one-for-one basis, subject to conversion rate adjustments for stock splits, stock dividends and reclassification and other similar transactions).
|
| (2) |
1,811,085 shares of Class B Common Stock and 1,811,085 Solaris LLC Units are held of record by HBC Water. 1,368,239 shares of Class B Common Stock and 1,368,239 are held of record by
HBC Water II. HBC GP is the general partner of HBC Water and HBC GP II is the general partner of HBC Water II. Joseph Colonnetta and J. Hale Hoak are the managers of each of HBC GP and HBC GP II. As such, each of Mr. Colonnetta and Mr.
Hoak have the power to vote and dispose of the securities held by each of the HBC Holders and may be deemed to be a beneficial owner of an aggregate of 3,179,324 shares of Class A Common Stock held of record by the HBC Holders. Each of Mr.
Colonnetta and Mr. Hoak disclaims beneficial ownership of all securities reported herein in excess of his pecuniary interests therein.
|
| (3) |
The percentage of class represented by the amount in row 9 is presented as a percentage of the outstanding shares of Class A Common Stock and is calculated pursuant to Rule 13d-3 of the
Act using 20,297,500 shares of Class A Common Stock outstanding as of November 1, 2021 as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 10, 2021, plus 3,179,324 Solaris
LLC Units that may be deemed to be beneficially owned by Mr. Colonnetta which, together with an equal number of shares of Class B Common Stock, are redeemable from time to time on a one-for-one basis for shares of Class A Common Stock
(subject to conversion rate adjustments for stock splits, stock dividends and reclassification and other similar transactions) and is calculated assuming no redemption of any other Solaris LLC Units (or corresponding number of shares of Class
B Common Stock).
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CUSIP No. 04041L106
|
SCHEDULE 13G
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1
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NAMES OF REPORTING PERSONS
|
|
|
||
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J. Hale Hoak
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|||
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||||
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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||||
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(a)☐
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|||||
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(b)☐
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3
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SEC USE ONLY
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| |
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|||
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||||
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
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||||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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|
|
|
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3,179,324 (1)(2)
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|||
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||||
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6
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SHARED VOTING POWER
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0
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|||
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||||
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7
|
SOLE DISPOSITIVE POWER
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3,179,324 (1)(2)
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8
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SHARED DISPOSITIVE POWER
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0
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||||
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,179,324 (1)(2)
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||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
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||
| ☐ |
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|||
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||||
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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13.5% (3)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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||||
| (1) |
Represents 1,811,085 and 1,368,239 shares of Class A Common Stock issuable to HBC Water and HBC Water II, respectively, upon the redemption of an equal number of Solaris LLC Units
(together with a corresponding number of shares of Class B Common Stock). 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 (on a one-for-one basis, subject to conversion rate adjustments for stock splits, stock dividends and reclassification and other similar
transactions).
|
| (2) |
1,811,085 shares of Class B Common Stock and 1,811,085 Solaris LLC Units are held of record by HBC Water. 1,368,239 shares of Class B Common Stock and 1,368,239 are held of record by
HBC Water II. HBC GP is the general partner of HBC Water and HBC GP II is the general partner of HBC Water II. Joseph Colonnetta and J. Hale Hoak are the managers of each of HBC GP and HBC GP II. As such, each of Mr. Colonnetta and Mr.
Hoak have the power to vote and dispose of the securities held by each of the HBC Holders and may be deemed to be a beneficial owner of an aggregate of 3,179,324 shares of Class A Common Stock held of record by the HBC Holders. Each of Mr.
Colonnetta and Mr. Hoak disclaims beneficial ownership of all securities reported herein in excess of his pecuniary interests therein.
|
| (3) |
The percentage of class represented by the amount in row 9 is presented as a percentage of the outstanding shares of Class A Common Stock and is calculated pursuant to Rule 13d-3 of the
Act using 20,297,500 shares of Class A Common Stock outstanding as of November 1, 2021 as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 10, 2021, plus 3,179,324 Solaris
LLC Units that may be deemed to be beneficially owned by Mr. Hoak which, together with an equal number of shares of Class B Common Stock, are redeemable from time to time on a one-for-one basis for shares of Class A Common Stock (subject to
conversion rate adjustments for stock splits, stock dividends and reclassification and other similar transactions) and is calculated assuming no redemption of any other Solaris LLC Units (or corresponding number of shares of Class B Common
Stock).
|
|
CUSIP No. 04041L106
|
SCHEDULE 13G
|
| Item 1(a). |
Name of Issuer
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Aris Water Solutions, Inc. (the “Issuer”)
| Item 1(b). |
Address of Issuer’s Principal Executive Offices
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9811 Katy Freeway, Suite 700, Houston, Texas 77024
| Item 2(a). |
Name of Person Filing
|
This Schedule 13G is being filed jointly by each of the following Reporting Persons:
| (i) |
HBC Water Resources LP, a Texas limited partnership (“HBC Water”);
|
| (ii) |
HBC Water Resources II LP, a Texas limited partnership (“HBC Water II”);
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| (iii) |
Joseph Colonnetta (“Mr. Colonnetta”); and
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| (iv) |
J. Hale Hoak (“Mr. Hoak”).
|
HBC Water, HBC Water II, Mr. Colonnetta and Mr. Hoak are referred to collectively as the “Reporting Persons.”
The Reporting Persons have entered into a joint filing agreement, a copy of which is attached as Exhibit 99.1.
Item 2(b). Address of Principal Business Office or, if None, Residence
The address of the principal business and principal office of each of the Reporting Persons is Reagan Place at Old Parkland, 3963 Maple
Avenue, Suite 450, Dallas, Texas 75219.
Item 2(c). Citizenship
HBC Water is a Texas limited partnership.
HBC Water II is a Texas limited partnership.
Mr. Colonnetta is a citizen of the United States of America.
Mr. Hoak is a citizen of the United States of America.
| Item 2(d). |
Title of Class of Securities
|
Class A Common Stock, par value $0.01 per share
Item 2(e). CUSIP Number
04041L106
|
CUSIP No. 04041L106
|
SCHEDULE 13G
|
| Item 3. |
If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
|
Not applicable.
| Item 4. |
Ownership
|
(a) – (c)
The responses of the Reporting Persons in Rows 5, 6, 7, 8, 9 and 11 in each of their respective cover pages to this Schedule 13G are
incorporated herein by reference.
Pursuant to Rule 13d-4 of the Act, unless otherwise noted herein, neither the filing of this Schedule 13G nor any of its contents shall be
deemed to constitute an admission by any of the Reporting Persons that it is the beneficial owner of any of the Class A Common Stock or other securities referred to herein for the purposes of Section 13(d) and 13(g) of the Act and the rules
thereunder, or for any other purpose, and except to the extent of its pecuniary interest, such beneficial ownership is expressly disclaimed by each Reporting Person other than the holders of record of the securities.
| Item 5. |
Ownership of Five Percent or Less of a Class.
|
Not applicable.
| Item 6. |
Ownership of More than Five 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.
|
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.
|
Not Applicable. This Statement on Schedule 13G is not filed pursuant to Rule 13(d)-1(b) or Rule 13d-1(c).
|
CUSIP No. 04041L106
|
SCHEDULE 13G
|
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this Statement is
true, complete and correct. We also agree to file this statement jointly pursuant to the Agreement listed on Exhibit 99.1 hereto.
Dated: February 14, 2022
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HBC Water Resources LP
|
|||
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By: HBC Water Resources GP LP, its general partner
|
|||
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By:
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/s/ Joseph Colonnetta
|
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Name:
|
Joseph Colonnetta
|
||
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Title:
|
Manager
|
||
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HBC Water Resources II LP
|
|||
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By: HBC Water Resources II GP LP, its general partner
|
|||
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By:
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/s/ Joseph Colonnetta
|
||
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Name:
|
Joseph Colonnetta
|
||
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Title:
|
Manager
|
||
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/s/ Joseph Colonnetta
|
||
|
Joseph Colonnetta
|
||
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/s/ J. Hale Hoak
|
||
|
J. Hale Hoak
|
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CUSIP No. 04041L106
|
SCHEDULE 13G
|
|
Exhibit
|
Name
|
|
|
Joint Filing Agreement among the Reporting Persons, dated as of February 14, 2022
|