Check the appropriate box to designate the rule pursuant to which this schedule is filed:
* 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 the disclosures provided in a prior cover page.
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.
04929Q102
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SCHEDULE 13G
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(1)
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Names of
reporting persons
Dorsey R. Gardner
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(2)
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Check the appropriate box if a member
of a group (see instructions)
(a) ☐ (b) ☐
Not Applicable
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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
United States
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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
2,233,762
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(6)
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Shared voting power
0
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(7)
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Sole dispositive power
2,233,762
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(8)
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Shared dispositive power
0
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(9)
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Aggregate amount beneficially owned by each reporting person
2,233,762
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(10)
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Check if the aggregate amount in Row
(9) excludes certain shares (see instructions)
Not
Applicable
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(11)
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Percent of class represented by amount
in Row (9)
8.58%*
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(12)
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Type of reporting person (see
instructions)
IN
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*The beneficial ownership percentages described in this Schedule 13G are based on the aggregate number of the Company’s
common units outstanding as of August 4, 2016, as reported in the Company’s Form 10-Q for the period ended June 30, 2016.
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Cusip No.
04929Q102
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Schedule 13G
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Item 1(a). Name of Issuer
The name of the issuer to which this filing on Schedule 13G relates is Atlas Energy Group, LLC (the “Company”).
Item 1(b). Address of Issuer’s Principal Executive Offices
The principal executive offices of the Company are located at 1000 Commerce Drive, Suite 400, Pittsburgh, PA, 15275.
Item 2(a). Name of Person Filing
Dorsey R. Gardner
Item 2(b). Address of Principal Business Office or, if none, Residence
401 Worth Avenue, Palm Beach, Florida 33480
Item 2(c).
Citizenship
United States
Item 2(d). Title of
Class of Securities
The class of equity securities of the Company to which this filing on Schedule 13G relates is common units representing
limited liability company interests.
Item 2(e). CUSIP Number
The CUSIP number of the Company’s common units is
04929Q102
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Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240-13d-2(b) or (c), check whether the person filing is:
Not Applicable.
Item 4. Ownership.
Item 4(a). Amount beneficially owned
2,233,762
Mr. Gardner has sole voting and dispositive power over the common units of the Company held by Caroline Hocking Trust (7,100 common units), William
Hocking Trust (5,000 common units), the DRG 2002 Revocable Trust (1,608,220 common units), Atlas James O’Neill 2006 Trust (38,300 common units), Robert Gardner O’Neill 2008 Trust (8,983 common units), Lena Robertson Gardner 2013 Trust
(10,000 common units), the DRG – Rollover IRA (297,500 common units), Gardner Family Living Trust (120,000 common units), Nina-Marie Gardner (26,700 common units) and the Gardner 2012 Issue Trust (111,959). Accordingly, Mr. Gardner is
deemed to have beneficial ownership of such units.
Item 4(b). Percent of Class
8.58%
Item 4(c). Number of shares as to which such
person has:
(i) sole power to vote or to direct the vote:
2,233,762
(ii) shared power to vote or to direct
the vote:
0
(iii) sole power to dispose or to direct the disposition of:
2,233,762
(iv) shared power to dispose or to
direct the disposition of:
0
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:
Not Applicable.
Item 8. Identification and
Classification of Members of the Group
Not Applicable.
Item 9. Notice of Dissolution of Group
Not
Applicable.
Item 10. Certification
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.
Dated: September 29, 2016
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By:
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/s/ Dorsey R. Gardner
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Name: Dorsey R. Gardner
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