Aris Water Solutions Inc.

10/15/2025 | Press release | Distributed by Public on 10/15/2025 19:12

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN 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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OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Keenan W Howard JR
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
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
9651 KATY FREEWAY, SUITE 400
3. Date of Earliest Transaction (Month/Day/Year)
10/15/2025
(Street)
HOUSTON, TX 77024
4. If Amendment, Date 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
(City) (State) (Zip)
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 10/15/2025 D(1)(2)(3) 34,485(1)(2)(3) D (1)(2)(3) 0 D
Class B Common Stock 10/15/2025 D(1)(2) 9,304,608(1)(2) D (1)(2) 0 I See Footnote(4)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)
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 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
Aris Water Holdings, LLC Units (1)(2) 10/15/2025 D 9,304,608 (1)(2) (1)(2) Class A Common Stock 9,304,608 (1)(2) 0 I See Footnote(4)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Keenan W Howard JR
9651 KATY FREEWAY
SUITE 400
HOUSTON, TX 77024
X

Signatures

/s/ Robert W. Hunt Jr., as Attorney-in-Fact 10/15/2025
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) As of the effective time (the "Effective Time") of the transactions contemplated by the Agreement and Plan of Merger entered into on August 6, 2025, by and among the Issuer, Western Midstream Partners, LP ("Parent"), Arrakis OpCo Merger Sub LLC, Arrakis Holdings Inc., Arrakis Unit Merger Sub LLC, Arrakis Cash Merger Sub LLC and Aris Water Holdings, LLC ("Aris OpCo"), each issued and outstanding share of the Issuer's Class A common stock, par value $0.01 per share ("Issuer Class A Common Stock") and each Aris OpCo Unit and a corresponding share of Issuer Class B common stock, par value $0.01 per share ("Issuer Class B Common Stock"), held by the Reporting Person as of immediately prior to the Effective Time, was converted into the right to receive, pursuant to an election made by the Reporting Person, one of the following forms of consideration:
(2) cont'd from Footnote 1: (i) $7.00 in cash (without interest) and 0.450 common units representing limited partnership interests in Parent ("Parent Common Units"); (ii) $25.00 in cash (without interest); (iii) 0.625 Parent Common Units ("Common Unit Election Consideration"), or (iv) in the event of the Reporting Person's failure to timely deliver an election, the Common Unit Election Consideration.
(3) This amount includes 4,426 shares of Issuer Class A Common Stock subject to awards of time-vesting restricted stock units ("Issuer RSU Awards") held by the Reporting Person. At the Effective Time, each Issuer RSU Award was converted into the right to receive an amount in cash equal to (i) the total number of shares of Issuer Class A Common Stock subject to such Issuer RSU Award, multiplied by (ii) $25.00, plus an additional amount in cash equal to any accrued but unpaid cash-based dividend equivalents.
(4) These securities are held directly by Yorktown XI, whose general partner is Yorktown XI Company LP ("Yorktown XI Company"), whose general partner is Yorktown XI Associates LLC ("Yorktown XI Associates"). The Reporting Person is a managing member of Yorktown XI Associates. The Reporting Person, Yorktown XI Company and Yorktown XI Associates are indirect beneficial owners of the reported securities.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Aris Water Solutions Inc. published this content on October 15, 2025, and is solely responsible for the information contained herein. Distributed via EDGAR on October 16, 2025 at 01:12 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]