UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~February~~September 129, 2017

ATLAS RESOURCES SERIES 28-2010 L.P.

(Exact name of registrant specified in its charter)


Delaware	000-54378	27-2101952
(State or Other Jurisdiction	(Commission	(IRS Employer
Of Incorporation)	File Number)	Identification No.)

~~Park~~425 ~~Place~~Houston ~~Corporate~~Street, ~~Center~~Suite ~~One~~300

~~1000~~Fort ~~Commerce Drive~~Worth, ~~Suite~~TX ~~400~~76102

Pittsburgh, PA 15275

(Address of principal executive offices, zip code)

Registrant’s telephone number, including area code: (412) 489-0006

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Item~~Indicate 1by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.01405 ~~Entry~~of ~~into~~this chapter) aor ~~Material~~Rule ~~Definitive~~12b-2 ~~Agreement~~of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

~~The~~Emerging ~~information~~growth ~~under~~company ☐ ~~Item 5.02 below regarding the Release and the Consulting Agreement (each as defined below) is incorporated by reference herein.~~

~~Item~~If ~~5.02~~an ~~Departure~~emerging growth ofcompany, ~~Directors~~indicate orby ~~Certain~~check ~~Officers;~~mark ~~Election~~if ofthe ~~Directors;~~registrant ~~Appointment~~has ofelected ~~Certain~~not ~~Officers;~~to ~~Compensatory~~use ~~Arrangements~~the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of ~~Certain~~the ~~Officers~~Exchange Act. ☐

OnItem February 1, 2017, Freddie Kotek, the Chairman, Chief Executive Officer and President of Atlas Resources, LLC, the managing general partner (the “Managing General Partner”) of Atlas Resources Series 28-2010 L2.P01. ~~(the~~Completion ~~“Partnership”), announced his intention to retire from his positions as Chairman, Chief Executive Officer and President, as well as to step down from the board~~ of ~~directors~~Acquisition ~~of the Managing General Partner, effective February 8, 2017. Mr. Kotek’s departure was not due to any disagreement with the Partnership~~ or ~~its~~Disposition ~~management,~~of ~~operations, policies or practices and he will maintain a consulting relationship~~Assets.

ToOn ~~that~~May 4, ~~end~~2017, ~~Mr. Kotek~~certain subsidiaries of Titan Energy, LLC (“Titan”) entered into a ~~Consulting~~purchase ~~Agreement~~and sale agreement (~~the~~as ~~“Consulting~~amended, the “Agreement”) with ~~Atlas~~Diversified Energy ~~Group~~, LLC (“~~Atlas~~Diversified”), ~~the~~to ~~parent~~sell ofits ~~the~~conventional ~~Managing~~Appalachia ~~General~~and ~~Partner~~Marcellus assets for an aggregate of $84.2 million. ~~During~~On June 30, 2017, Titan completed the ~~twelve-month~~sale ~~term~~of a majority of the assets ~~Consulting~~to ~~Agreement,~~be ~~which~~sold ~~will~~pursuant ~~commence~~to ~~February 8,~~the ~~2017,~~Agreement ~~Mr. Kotek~~for ~~shall~~cash ~~receive~~proceeds ~~a consulting~~of ~~fee.~~approximately Mr$65.6 ~~Kotek~~million. isOn ~~also~~September 29, ~~entitled~~2017, toTitan ~~receive~~completed ~~customary~~the ~~benefits~~sale inof ~~connection~~the ~~with~~remainder ~~his~~of ~~departure~~the ~~pursuant~~assets tofor anadditional ~~Agreement~~cash ~~and~~proceeds ~~General~~of ~~Release~~$11.4 million (the “~~Release~~Second Closing”). ~~Atlas~~The orassets ~~Mr. Kotek~~Titan ~~may~~sold ~~terminate~~to ~~Mr. Kotek’s engagement~~Diversified ~~for~~at ~~any~~the ~~reason~~Second ~~during~~Closing ~~the~~included ~~term;~~its ~~however,~~indirect ifinterests ~~Atlas~~in ~~terminates~~certain ~~Mr. Kotek’s~~of ~~engagement~~the ~~without~~assets ~~cause,~~of Atlas ~~must~~Resources ~~pay~~Series Mr28-2010 L. ~~Kotek~~P. (the “Company”). ~~amount~~Under hethe ~~would~~Agreement, beapproximately ~~due~~$4.2 million ~~under~~of the ~~full~~purchase ~~term~~price ofreceived by Titan was attributable to the ~~Consulting~~assets ~~Agreement.~~of ~~The~~the ~~Consulting Agreement~~Company ~~also~~transferred ~~includes~~to ~~customary~~Diversified ~~confidentiality~~at ~~and~~the ~~non-solicitation~~Second ~~provisions~~Closing.

OnThe ~~February 8,~~foregoing ~~2017,~~summary ~~the board~~ of ~~directors~~the ~~of Titan~~Agreement ~~Energy,~~does ~~LLC~~not ~~expects~~purport to ~~appoint~~be ~~Fredrick~~complete ~~Stoleru~~and asis asubject ~~member of the Board~~to, and ~~the~~qualified ~~Managing~~in ~~General~~its ~~Partner~~entirety ~~expects~~by ~~thereafter~~reference to, ~~appoint~~the ~~Mr. Stoleru~~full totext ~~succeed~~of ~~Mr. Kotek~~the Agreement, which is filed as ~~the~~Exhibit ~~Managing~~2.1 ~~General~~and ~~Partner’s~~Exhibit ~~Chief~~2.2 ~~Executive~~to ~~Officer and~~this ~~President,~~Current ~~effective~~Report ason ofForm ~~February~~ 8-K. ~~2017.~~

~~Mr. Stoleru~~Item ~~joined the Managing General Partner in March 2012~~9. ~~He has been Vice President of the general partner of Atlas Growth Partners, L~~01.P. ~~since its inception in 2013. Before that Mr. Stoleru was Managing Director of Resource~~ Financial ~~Institutions~~Statements ~~Group, Inc., responsible for business development. From 2005 to 2008, Mr. Stoleru was a Principal at Direct Invest with responsibility for broker-dealer relationships~~ and ~~raising capital for real estate programs~~Exhibits. From 2002 to 2005, Mr. Stoleru was an Associate in the Capital Transactions group of the Shorenstein Company, a national private equity real estate investor. From 2000 to 2002, Mr. Stoleru was an Investment Banking Associate with JP Morgan Chase and from 1993 to 1998 with JP Morgan Investment Management. Mr. Stoleru holds FINRA Series 7 and 63 licenses. Mr. Stoleru is 45 years old.

~~SIGNATURES~~(b) Pro Forma Financial Information

~~Pursuant~~The tounaudited pro forma balance sheet of the ~~requirements~~Company as of June 30, 2017, and the ~~Securities~~related ~~Exchange~~pro ~~Act~~forma statements of ~~1934~~operations for the six months ended June 30, 2017 and the ~~registrant~~years ~~has~~ended ~~duly~~December 31, ~~caused~~2016 ~~this~~and ~~report~~2015 are filed as Exhibit 99.1 to bethis ~~signed~~Current Report on ~~its~~Form ~~behalf~~8-K ~~by the~~and ~~undersigned~~are ~~hereunto~~incorporated ~~duly~~by ~~authorized~~reference herein.

(d) Exhibits


Exhibit Number		Description

2.1		Purchase and Sale Agreement by and among certain subsidiaries of Titan Energy, LLC and Diversified Energy LLC, dated May 4, 2017.*

2.2		First Amendment to Purchase and Sale Agreement by and among certain subsidiaries of Titan Energy, LLC and Diversified Energy LLC, dated June 30, 2017.*

99.1		Unaudited pro forma financial information.

*	The registrant has omitted certain immaterial schedules and exhibits to this exhibit pursuant to the provisions of Regulation S-K, Item 601(b)(2). The registrant will furnish a copy of any of the omitted schedules and exhibits to the Securities and Exchange Commission upon request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: February 7, 2017

ATLAS RESOURCES SERIES 28-2010 L.P. By: Atlas Resources, LLC, its Managing General Partner

/s/ Jeffrey M. Slotterback

Jeffrey M. Slotterback

Chief Financial Officer of the Managing General Partner

Filing Compare · Atlas Resources Series 28-2010 L.P.