Atlas Energy Group, LLC (OTCMKTS:ATLS) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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Atlas Energy Group, LLC (OTCMKTS:ATLS) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item5.02

Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers

Summary Compensation Table

Effective May17, 2017, the bonus awards for each of the named
executive officers (NEOs) of Atlas Energy Group, LLC (the
Company) for performance during the fiscal year ended December31,
2016 were finalized. to Item5.02(f), the bonus awards for the
NEOs for the fiscal year ended December31, 2016 are set forth
below together with the other compensation previously reported.

SUMMARY COMPENSATION TABLE

Name

Year Salary ($) Bonus ($) Stockawards ($)(1) Optionawards ($)(2) Non-equity incentiveplan compensation
($)
Allother compensation ($) Total ($)

Edward E. Cohen

700,000 280,000 (3) 869,555 470,000 150,886 (4) 2,470,441
475,000 1,607,500 300,000 72,453,196 (5) 74,835,696
1,000,000 17,812,798 2,000,000 4,178,447 24,991,245

Jeffrey M. Slotterback

280,192 410,000 367,835 217,500 (6) 1,275,602
205,384 225,050 300,000 735,912 (7) 1,466,347

Jonathan Z. Cohen

500,000 200,000 (3) 869,555 370,000 321,239 (8) 2,260,794
417,308 1,607,500 250,000 63,058,149 (9) 65,332,956
700,000 17,312,821 2,000,000 3,766,497 23,779,318

Daniel C. Herz

500,000 200,000 (3) 869,555 370,000 9,600 (10) 1,949,155
325,000 1,607,500 1,000,000 14,975,844 (11) 17,908,343
392,308 750,000 5,844,469 1,042,524 8,029,301

Mark D. Schumacher

375,000 150,000 (3) 367,835 267,500 11,991 (12) 1,172,326
375,000 1,125,250 500,000 1,680,655 (13) 3,680,905
(1) For fiscal year 2016, the amounts reflect the grant date fair
value of the phantom units under the Atlas Energy Group Plan
and the grant date fair value of the common shares under the
Titan Plan. The grant date fair value was determined in
accordance with FASB ASC Topic 718 and is based on the market
value on the grant date of Atlas Energy Group units and Titan
stock. See Compensation Discussion Analysis-Determination of
2016 Compensation Amounts-Long-Term Incentives. For fiscal
year 2015, the amounts reflect the grant date fair value of
the phantom units under the Atlas Energy Group Plan. The
grant date fair value was determined in accordance with FASB
ASC Topic 718 and is based on the market value on the grant
date of Atlas Energy Group units. For fiscal year 2014, the
amounts reflect the grant date fair value of the phantom
units under the Atlas Energy Plans and the Atlas Pipeline
Partners Plans (the APL Plans). The grant date fair value was
determined in accordance with FASB ASC Topic 718 and is based
on the market value on the grant date of Atlas Energy units
(February 2014 and June 2014) and Atlas Pipeline Partners
units (February 2014 and June 2014 for Messrs. E. Cohen, J.
Cohen, and Herz).
(2) The amounts in this column reflect the grant date fair value
of options awarded under the Atlas Resource Partners Plan
(the ARP Plan) calculated in accordance with FASB ASC Topic
718.
(3) Comprised of payments made in common shares of Titan.
(4) Includes a matching contribution of $148,077 under the Atlas
Energy Deferred Compensation Plan and tax, title and
insurance premiums for Mr. E. Cohens automobile.
(5) Comprised of (i) payments on DERs of $317,237 with respect to
the phantom units awarded under the Atlas Energy Plans, (ii)
payments on DERs of $29,490 with respect to the phantom units
awarded under the ARP Plan, (iii) payments on DERs of
$100,800 with respect to the phantom units awarded under the
APL Plans, (iv) a matching contribution of $524,423 under the
Atlas Energy Deferred Compensation Plan, (v) tax, title and
insurance premiums for Mr. E. Cohens automobile. The All
Other Compensation amount also includes payments related to
the Targa transaction as follows: (i) cash-out of Atlas
Energy and APL equity awards of 38,463,425, (ii) cash
severance of $32,538,286; and (iii) a pro-rated cash annual
incentive of $476,712.
(6) Represents payments on DERs of $75 with respect to the
phantom units awarded under the ARP Plan.
(7) Comprised of (i) payments on DERs of $8,168 with respect to
the phantom units awarded under the Atlas Energy Plans and
(ii) payments on DERs of $3,148 with respect to the phantom
units awarded under the ARP Plan. The All Other Compensation
amount also includes a cash-out of Atlas Energy equity awards
of $629,597 related to the Targa transaction.
(8) Comprised of (i) a matching contribution of $ 133,846 under
the Atlas Energy Deferred Compensation Plan, and (ii) 187,393
paid under the agreement relating to Lightfoot.

(9) Comprised of (i) payments on DERs of $289,181 with respect to
the phantom units awarded under the Atlas Energy Plans, (ii)
payments on DERs of $29,490 with respect to the phantom units
awarded under the ARP Plan, (iii) payments on DERs of
$100,800 with respect to the phantom units awarded under the
APL Plans, (iv) a matching contribution of $ 375,577 under
the Atlas Energy Deferred Compensation Plan, and (v) 284,707
paid under the agreement relating to Lightfoot. The All Other
Compensation amount also includes payments related to the
Targa transaction as follows: (i) cash-out of Atlas Energy
and APL equity awards of 30,613,393, (iii) cash severance of
$ 30,888,289; and (iii) a pro-rated cash annual incentive of
$476,712.
(10) Represents an automobile allowance.
(11) Comprised of (i) payments on DERs of $122,713 with respect to
the phantom units awarded under the Atlas Energy Plans, (ii)
payments on DERs of $13,762 with respect to the phantom units
awarded under the ARP Plan, (iii) payments on DERs of $
36,640 with respect to the phantom units awarded under the
APL Plans, and (iv) an automobile allowance. The All Other
Compensation amount also includes payments related to the
Targa transaction as follows: (i) cash-out of Atlas Energy
and APL equity awards of 11,926,461, (ii) cash severance of
$2,866,667; and (iii) a pro-rated cash annual incentive of
$182,740.
(12) Comprised of (i) payments on DERs of $2,390 with respect to
the phantom units awarded under the ARP Plan, and (ii) an
automobile allowance.
(13) Comprised of (i) payments on DERs of $24,858 with respect to
the phantom units awarded under the Atlas Energy Plans, (ii)
payments on DERs of $96,255 with respect to the phantom units
awarded under the ARP Plan; and (iii) an automobile
allowance. The All Other Compensation amount also includes a
cash-out of Atlas Energy equity awards of $1,549,943 related
to the Targa transaction.

Retention Agreement

On May15, 2017, the Company entered into a retention agreement
(the Retention Agreement) with Jeffrey M. Slotterback, its Chief
Financial Officer.

The Retention Agreement provides that the executive will receive
a cash retention bonus in the amount of $90,000 (the Retention
Bonus). However, if the executive resigns without good reason or
is terminated for cause prior to May15, 2018, he will be required
to repay the Retention Bonus, less $1,000. The Retention
Agreement includes customary non-compete and non-solicitation
covenants.


About Atlas Energy Group, LLC (OTCMKTS:ATLS)

Atlas Energy Group, LLC is an energy management company, which acquires and develops upstream and midstream oil and gas assets. The Company has ownership interests in the general partner Class A units, and over 23.3% limited partner interest in Atlas Resource Partners, L.P. (ARP), which is an independent developer and producer of natural gas, crude oil and natural gas liquids; over 80% general partner interest and approximately 2.1% limited partner interest in Atlas Growth Partners, L.P. (AGP), which conducts natural gas and oil operations in the mid-continent region of the United States, and owns approximately 15.9% general partner interest and over 12% limited partner interest in Lightfoot Capital Partners, L.P. and Lightfoot Capital Partners GP, LLC, its general partner, which incubates new master limited partnerships (MLPs) and invests in existing MLPs. Its segments include ARP, AGP, and Corporate and other. The Company focuses on the development and growth of energy enterprises.

Atlas Energy Group, LLC (OTCMKTS:ATLS) Recent Trading Information

Atlas Energy Group, LLC (OTCMKTS:ATLS) closed its last trading session down -0.005 at 0.200 with shares trading hands.

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