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): ~~September~~August 2923, ~~2017~~2018

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.)

425 Houston Street, Suite 300

Fort Worth, TX 76102

(Address of principal executive offices, zip code)

Registrant’s telephone number, including area code: ~~(412) 489~~ 800-~~0006~~251-0171

(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))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 25.~~01.~~02 ~~Completion~~Departure of ~~Acquisition~~Directors orof ~~Disposition~~Certain Officers; Election of ~~Assets.~~Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On ~~May~~August 423, ~~2017~~2018, ~~certain~~Daniel ~~subsidiaries~~C. ofHerz ~~Titan~~resigned ~~Energy,~~from ~~LLC~~his ~~(“Titan”)~~positions ~~entered into a purchase and sale agreement (~~as ~~amended, the~~ ~~“Agreement”)~~Executive ~~with~~Vice ~~Diversified~~President ~~Energy, LLC (“Diversified”) to sell its conventional Appalachia~~ and ~~Marcellus~~Director ~~assets for an aggregate~~ of ~~$84.2 million.~~Atlas ~~On June 30~~Resources, ~~2017~~LLC, ~~Titan completed~~ the ~~sale~~managing ofgeneral apartner ~~majority of~~ (the ~~assets~~ to“Managing beGeneral ~~sold~~Partner”) ~~pursuant~~of toAtlas ~~the~~Resources ~~Agreement~~Series ~~for~~28-2010 ~~cash proceeds of approximately $65~~L.~~6 million~~P. ~~On September 29, 2017, Titan completed the sale of the remainder of the assets for additional cash proceeds of $11.4 million~~ (the ~~“Second~~ ~~Closing~~“Partnership”)., ~~The assets Titan sold~~ to pursue ~~Diversified~~other atbusiness ~~the Second Closing included its indirect~~ interests. inThe ~~certain~~resignation ofwas not the ~~assets~~result of ~~Atlas~~any ~~Resources~~dispute ~~Series~~or ~~28-2010~~disagreement ~~L.P.~~with (the ~~“Company”).~~ ~~Under~~Partnership ~~the~~or ~~Agreement,~~any ~~approximately~~matter ~~$4.2 million~~related ofto the ~~purchase~~Partnership’s ~~price~~operations, ~~received~~policies, bypractices, ~~Titan~~management ~~was~~or ~~attributable~~Board toof ~~the~~Directors ~~assets~~ of the ~~Company~~Managing General ~~transferred~~Partner ~~to Diversified at~~ (the ~~Second Closing~~“Board”).

~~The~~On ~~foregoing~~August 28, ~~summary~~2018, ofTitan Energy, LLC (“Titan”), the ~~Agreement~~sole ~~does~~member ~~not~~of ~~purport~~the toManaging General bePartner, ~~complete~~appointed ~~and~~Christopher isK. ~~subject~~Walker to, ~~and~~fill ~~qualified~~the invacancy ~~its~~on ~~entirety~~the Board created by ~~reference~~Mr. Herz’s ~~to,~~resignation. ~~the~~Mr. Walker ~~full~~is ~~text~~Chief Operating Officer of Titan and his term of service is until the appointment of a successor or his ~~Agreement~~death, ~~which~~resignation isor ~~filed~~removal. asMr. Walker ~~Exhibit~~has ~~2.1~~no family relationships with any director or executive officer of the Partnership and ~~Exhibit~~has ~~2.2~~not tobeen ~~this~~involved ~~Current~~in ~~Report~~any onrelated ~~Form~~person 8transaction that would require disclosure pursuant to Item 404(a) of Regulation S-K.

~~Item~~On 9September 7, 2018, Fredrick M.~~01.~~ ~~Financial~~Stoleru ~~Statements~~resigned from his positions as President, Chief Executive Officer and ~~Exhibits~~Director of the Managing General Partner to pursue other business interests. The resignation was not the result of any dispute or disagreement with the Partnership or any matter related to the Partnership’s operations, policies, practices, management or Board.

On September 7, 2018, the sole member of the Managing General Partner appointed Matthew J. Finkbeiner, the Managing General Partner’s Chief Accounting Officer, to fill the vacancy on the Board created by Mr. Stoleru’s resignation until the appointment of a successor or his death, resignation or removal. Mr. Finkbeiner has no family relationships with any director or executive officer of the Partnership or Managing General Partner and has not been involved in any related person transaction that would require disclosure pursuant to Item 404(ba) ~~Pro~~of ~~Forma~~Regulation ~~Financial~~S-K. ~~Information~~

~~The~~SIGNATURES unaudited pro forma balance sheet of the Company as of June 30, 2017, and the related pro forma statements of operations for the six months ended June 30, 2017 and the years ended December 31, 2016 and 2015 are filed as Exhibit 99.1 to this Current Report on Form 8-K and are incorporated by reference herein.

~~(d)~~Pursuant ~~Exhibits~~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.

ExhibitNumber	Description
	ATLAS RESOURCES SERIES 28-2010 L.P.
2.1	Purchase and Sale Agreement by and among certain subsidiaries of Titan Energy, LLC and Diversified Energy LLC, dated May 4, 2017.*
	By: Atlas Resources, LLC, its Managing General Partner
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.*
Dated: September 13, 2018	By:	/s/ Jeffrey M. Slotterback
99.1	Unaudited pro forma financial information.
		Name:	Jeffrey M. Slotterback
		Title:	Chief Financial Officer

* 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.

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

Dated: October 3, 2017

/s/ Jeffrey M. Slotterback

Jeffrey M. Slotterback

Chief Financial Officer of the Managing General Partner

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