SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF 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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1. Name and Address of Reporting Person* R/C Energy IV TGP Holdings, L.P. (Last) (First) (Middle) C/O RIVERSTONE HOLDINGS LLC 712 FIFTH AVENUE, 51ST FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 07/25/2012	3. Issuer Name and Ticker or Trading Symbol Atlas Resource Partners, L.P. [ ARP ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Units	3,796,899	I	See Footnote(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Preferred Units	07/25/2012(2)	(2)	Common Units	3,796,899(2)	$26.3	I	See Footnote(2)

1. Name and Address of Reporting Person* R/C Energy IV TGP Holdings, L.P. (Last) (First) (Middle) C/O RIVERSTONE HOLDINGS LLC 712 FIFTH AVENUE, 51ST FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* R/C Energy GP IV, LLC (Last) (First) (Middle) C/O RIVERSTONE HOLDINGS LLC 712 FIFTH AVENUE, 51ST FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Riverstone/Carlyle Energy Partners IV, L.P. (Last) (First) (Middle) C/O RIVERSTONE HOLDINGS LLC 712 FIFTH AVENUE, 51ST FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. These securities are directly held by R/C Energy TGP Holdings IV, L.P. ("TGP Holdings"). Riverstone/Carlyle Energy Partners IV, L.P. ("TGP Holdings GP") is the general partner of TGP Holdings. R/C Energy GP IV, LLC ("Ultimate GP") is the general partner of TGP Holdings GP. TGP Holdings GP and Ultimate GP may be deemed to have indirect ownership of these securities through TGP Holdings.

2. The preferred units are convertible at the holder's option into a number of common units equaling $26.03 plus any accrued dividend in respect of such unit divided by $26.03, at any time on or before July 25, 2015. Any preferred units not previously converted will convert into common units on July 25, 2015.

	/s/ Tom Walker, on behalf of R/C Energy GP IV, LLC, the general partner of Riverstone/Carlyle Energy Partners IV, L.P., the general partner of R/C Energy TGP Holdings, L.P.	07/31/2012
	/s/ Tom Walker, on behalf of R/C Energy GP IV, LLC, the general partner of Riverstone/Carlyle Energy Partners IV, L.P.	07/31/2012
	/s/ Tom Walker, on behalf of R/C Energy GP IV, LLC	07/31/2012
	** Signature of Reporting Person	Date
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