CONOCOPHILLIPS — Director's Dealing 2021

Nov 4, 2021

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Aris Water Solutions, Inc. (ARIS)
CIK: 0001865187
Period of Report: 2021-10-26

Reporting Person: CONOCOPHILLIPS (10% Owner)
Reporting Person: COG Operating LLC (10% Owner)
Reporting Person: CONCHO RESOURCES INC (10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Class B Common Stock	0	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Solaris Midstream Holdings, LLC Units	$0.00		Class A Common Stock (0)		Indirect

Footnotes

F1: 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.

F2: 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 will be converted into a single class of units in Solaris LLC ("Solaris LLC Units") and (ii) Solaris LLC will distribute to its members, including Yorktown Energy Partners XI, L.P. ("Yorktown XI"), 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.

F3: The number of Solaris LLC Units and shares of Class B common stock beneficially owned by the Reporting Person will be reported on an amendment to this Form 3 as soon as practicable once the number of Solaris LLC Units and shares of Class B common stock are determined pursuant to the Solaris LLC Agreement.

F4: 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"). COG Operating LLC is a wholly owned subsidiary of Concho Resources Inc., and Concho Resources Inc. is a wholly owned subsidiary of ConocoPhillips.

F5: 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.

F6: 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).