SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Washington Lisa
(Last) (First) (Middle)
1845 WALNUT STREET
10TH FLOOR
(Street)
PHILADELPHIA PA 19103
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ATLAS ENERGY, INC. [ ATLS ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
SVP, CLO and Secretary
3. Date of Earliest Transaction (Month/Day/Year)
02/17/2011
4. If Amendment, Date of 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
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
Common Stock 02/17/2011 D 5,916 D (1) 0 D
Common Stock 02/17/2011 D 190 D (1) 0 I By ESOP
Common Stock 02/17/2011 D 483 D (2) 0 I By 401(k) Plan
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 Securities Underlying Derivative Security (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: 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
Stock Option (right to buy) $12.43(3) 02/17/2011 D 9,280(3) 01/24/2011 01/24/2017 Common Stock 9,280 $0 0(3) D
Stock Option (right to buy) $33.31(4) 02/17/2011 D 15,000(4) (5) 03/13/2018 Common Stock 15,000 $0 0(4) D
Stock Options (right to buy) $21.6(6) 02/17/2011 D 14,000 (5) 02/08/2020 Common Stock 14,000 $0 0(6) D
Explanation of Responses:
1. In connection with the Agreement and Plan of Merger among the Issuer, Chevron Corporation and Arkhan Corporation (the "Merger Agreement"), the reporting person's shares of the Issuer were disposed of and exchanged for (i) $38.25 per share in cash and (ii) 0.5203 common units of Atlas Energy, L.P. (formerly Atlas Pipeline Holdings, L.P.) (NYSE: AHD) for each share of the Issuer.
2. Pursuant to the Merger Agreement, all shares held in a 401(k) plan account were liquidated at an average price of $45.4525. No units of AHD were exchanged in connection with the 401(k) liquidation.
3. This option was previously reported as an option to purchase 8,000 shares of Atlas Energy Resources, LLC ("ATN") at an exercise price of $23.06, but was adjusted to reflect the Issuer's acquisition of ATN and in accordance with the exercise price reduction set forth in the Merger Agreement. Pursuant to the Merger Agreement, the reporting person's options were cashed out at the per option share price representing the difference between $38.25 and the adjusted exercise price.
4. This option was previously reported as an option to purchase 10,000 shares of the Issuer at an exercise price of $61.14, but was adjusted to reflect a stock split and in accordance with the exercise price reduction set forth in the Merger Agreement. Pursuant to the Merger Agreement, the reporting person's options were cashed out at the per option share price representing the difference between $38.25 and the adjusted exercise price.
5. The security vests 25% per year on the anniversary of the grant.
6. This option was previously reported with an exercise price of $29.05, but was adjusted in accordance with the exercise price reduction set forth in the Merger Agreement. Pursuant to the Merger Agreement, the reporting person's options were cashed out at the per option share price representing the difference between $38.25 and the adjusted exercise price.
Lisa Washington 02/22/2011
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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