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): October 231, 2018

Atlas Energy Group, LLC

(Exact name of registrant specified in its charter)

Delaware

001-36725

45-3741247

(State or Other Jurisdiction

Of Incorporation)

(Commission

File Number)

(IRS Employer

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) 489-0006

(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))

Indicate by a check mark whether the registrant is an ~~emerging~~emergent growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or ~~Rule~~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 15.0102 ~~Entry~~Departure ~~Into~~of aDirectors ~~Material~~or ~~Definitive~~Certain ~~Agreement.~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On October 231, 2018, Daniel C. Herz, the President of Atlas Energy Group, LLC (the “Company”), ~~together~~resigned ~~with~~his ~~New~~position ~~Atlas~~as ~~Holdings,~~President ~~LLC,~~of ~~Atlas~~the ~~Lightfoot,~~Company ~~LLC and~~to ~~Titan~~pursue ~~Energy~~other ~~Management,~~business ~~LLC,~~activities. ~~entered~~The ~~into~~resignation was not the ~~Waiver~~result ~~and~~of ~~Tenth~~any ~~Amendment~~dispute toor ~~Credit~~disagreement ~~Agreement~~with (the ~~“Amendment”)~~Company ~~with~~or ~~Riverstone~~any ~~Credit~~matter ~~Partners,~~related ~~L.P.,~~to asthe ~~administrative~~Company’s ~~agent~~operations, policies, ~~and~~practices, ~~the~~management ~~lenders~~or ~~under~~Board ~~the~~of ~~first~~Directors ~~lien credit agreement~~ (the “~~First Lien Facility~~Board”). ~~The Amendment has an effective date of September 28, 2018.~~

~~Pursuant~~On toOctober 31, ~~the Amendment~~2018, the ~~maturity~~Company ~~date~~entered ~~under~~into ~~the~~a ~~First~~separation ~~Lien~~agreement and ~~Facility~~mutual ~~was~~release ~~extended~~between ~~from~~the ~~September 30,~~Company ~~2018~~and ~~until December~~Mr. ~~31,~~Herz ~~2018. In addition,~~ (the ~~Company’s~~“Separation ~~failures~~Agreement”) tospecifying ~~deliver~~the ~~certain~~terms ~~customary~~of ~~certificates,~~Mr. Herz’s ~~reports~~termination ~~and~~of ~~other~~service ~~deliverables under~~with the ~~First Lien Facility were waived~~Company.

~~This~~The ~~summary~~Separation Agreement terminates Mr. Herz’s previous employment agreement with the Company, dated as of September 4, 2015 (the “Employment ~~Amendment~~Agreement”), ~~does~~and ~~not~~confirms ~~purport~~that, toexcept befor ~~complete~~earned and isaccrued ~~subject~~base ~~to,~~salary and ~~qualified in~~benefits ~~its~~that ~~entirety~~have bynot yet been paid, and the ~~full~~provision ~~text~~ of the ~~Amendment,~~Employment ~~which~~Agreement isrelating ~~filed~~to as24 ~~Exhibit~~months 10of post-termination COBRA benefits, Mr.1 Herz is not entitled to ~~this~~any ~~Current~~severance ~~Report~~payment onor ~~Form~~other ~~8-K~~compensation from the Company under the Employment Agreement.

~~Item~~Under 2the Separation Agreement, the Company, on behalf of itself and its subsidiaries (“Company Releasors”), agreed to remise, release and discharge Mr.03 Herz ~~Creation~~from any and all causes of aaction, ~~Direct~~suits, ~~Financial~~debts, ~~Obligation~~claims, liabilities, damages and demands (i) arising under any federal, state, local or anforeign ~~Obligation~~statute or regulation or common law that may be legally waived and released; (ii) arising out of or relating to the termination or resignation of Mr. Herz’s employment with any Company Releasor; (iii) arising under anthe ~~Off-Balance~~Company’s ~~Sheet~~organizational ~~Arrangement~~documents; or (iv) arising under or relating to any policy, agreement, plan, understanding or promise between Mr. Herz and any Company Releasor. Mr. Herz agreed to remise, release and discharge the Company, its subsidiaries and each of atheir ~~Registrant~~managers, employees, officers, directors and agents (“Company Releasees”) from any and all causes of action, suits, debts, claims, liabilities, damages and demands (i) arising under any federal, state, local or foreign statute or regulation or common law that may be legally waived and released; (ii) arising out of or relating to the termination or resignation of Mr. Herz’s employment with any Company Releasee; or (iii) arising under or relating to any policy, agreement, plan, understanding or promise between Mr. Herz and any Company Releasee.

~~The~~Mr. Herz ~~information~~may ~~set~~revoke ~~forth~~the Separation Agreement within seven calendar days of October 31, 2018, and such agreement shall not become effective until the ~~under~~expiration ~~Item~~of 1such seven-day period.01 ofThe ~~this~~Separation ~~Current~~Agreement ~~Report~~shall become effective on ~~Form~~the ~~8-K~~eighth iscalendar ~~incorporated~~day byfollowing ~~reference~~October 31, ~~herein~~2018.

~~Item~~The ~~9.01~~foregoing ~~Financial~~summary ~~Statements~~of ~~and~~the ~~Exhibits~~Separation Agreement is qualified by reference to the Separation Agreement, which is filed herewith as Exhibit 10.1.

ExhibitNumber		Description
10.1		Waiver and Tenth Amendment to Credit Agreement, dated as of September 28, 2018, among Atlas Energy Group, LLC, New Atlas Holdings, LLC, Atlas Lightfoot, LLC, Titan Energy Management, LLC, the lenders party thereto and Riverstone Credit Partners, L.P., as administrative agent.

Item 9.01

Financial Statements and Exhibits.

~~SIGNATURES~~(d) Exhibits.

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.


Exhibit No.		Description

10.1		Separation Agreement and Mutual Release by and among Atlas Energy Group, LLC, each entity directly or indirectly controlled by Atlas Energy Group, LLC, and Daniel C. Herz, dated October 31, 2018.

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 ENERGY GROUP, LLC

Dated: October 9, 2018

/s/ Jeffrey M. Slotterback

Name: Jeffrey M. Slotterback

Title: Chief Financial Officer

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