AGP / Amerigroup Corp - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 000-55603 ATLAS GROWTH PARTNERS, L.P. (Exact name of registrant as specifie

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

Exhibit 99.1 UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION The following sets forth unaudited pro forma condensed consolidated financial information of Atlas Growth Partners, L.P. (the ?Partnership?) prepared in accordance with Article 11 of Regulation S-X. You should read this information in conjunction with ?Management?s Discussion and Analysis of Financial Condition and Resul

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

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 1, 2021 ATLAS GROWTH PARTNERS, L.P. (Exact name of registrant as specified in its charter) Delaware 000-55603 80-0906030 (State or other jurisdiction of incorporation) (Comm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-55603 Atlas Grow

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

8-K 1 agp-8k20210712.htm 8-K 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): July 12, 2021 ATLAS GROWTH PARTNERS, L.P. (Exact name of registrant as specified in its charter) Delaware 000-55603 80-0906030 (State or other jurisdictio

Purchase and Sale Agreement, dated as of July 12, 2021, by and between Atlas Growth Eagle Ford, LLC, and Texas American Resources II, LLC

Exhibit 2.1 Execution Version PURCHASE AND SALE AGREEMENT This Purchase and Sale Agreement (this ?Agreement?) is made and entered into on this 12th day of July, 2021, but effective as of July 1, 2021, (the ?Effective Date?), by and between Atlas Growth Eagle Ford, LLC, a Texas limited liability company (?Seller?), and Texas American Resources II, LLC, a Delaware limited liability company (?Buyer?)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

10-Q 1 agp-10q20210331.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission

Annual Report - 10-K

10-K 1 agp-10k20201231.htm 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file

List of Subsidiaries of Atlas Growth Partners, L.P.

EX-21.1 3 agp-ex2116.htm EX-21.1 EXHIBIT 21.1 SUBSIDIARIES OF ATLAS GROWTH PARTNERS, L.P. Subsidiary Jurisdiction of Formation Atlas Growth Holdings Operating Company, LLC Delaware Atlas Growth Eagle Ford, LLC Texas

AGP Code of Business Conduct and Ethics

EXHIBIT 14.1 Atlas Growth Partners, L.P. Code of Business Conduct and Ethics I. Introduction This Code of Business Conduct and Ethics (the “Code”) covers a wide range of business practices and procedures. It does not cover every issue that may arise, but it sets out basic principles to guide all employees, officers and directors of Atlas Growth Partners, L.P. (the “Company”). As used in the Code,

Summary Reserve Report of VSO Petroleum Consultants, Inc.

EXHIBIT 99.1 VSO PETROLEUM CONSULTANTS, INC. 550 CLUB DR., SUITE 100 MONTGOMERY, TEXAS 77316 TELEPHONEFACSIMILE 713-904-1212713-659-6909 March 15, 2021 Atlas Growth Partners, L.P. Mr. Christopher Walker 425 Houston Street, Suite 300 Fort Worth, TX 76102 RE: Estimate of Proved Reserves and Net Revenue as of January 1, 2021 using SEC Year-End 2020 Pricing Dear Mr. Walker: Pursuant to your request, V

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-55603 Atlas

Quarterly Report - 10-Q

10-Q 1 agp-10q20200630.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission f

- NT 10-Q

NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: June 30, 2020 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Repo

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-55603 Atlas Gro

Contract Operating Agreement, dated as of June 19, 2020, by and between Atlas Growth Eagle Ford, LLC and Texas American Resources Company.

Exhibit 10.1 Execution Version CONTRACT OPERATING AGREEMENT This CONTRACT OPERATING AGREEMENT (this “Agreement”), dated as of June 19, 2020 (the “Effective Date”), is entered into by and between Atlas Growth Eagle Ford, LLC, a Texas limited liability company (“AGP”), and Texas American Resources Company, a Texas limited liability company (“TAR”). AGP and TAR may sometimes be referred to herein, in

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits

Form 8-K 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): June 19, 2020 ATLAS GROWTH PARTNERS, L.P. (Exact name of registrant as specified in its charter) Delaware 000-55603 80-0906030 (State or other jurisdiction of incorporation)

Other Events

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): May 15, 2020 Atlas Growth Partners, L.

Engagement Letter, dated as of April 30, 2020, by and between Atlas Growth Partners, L.P. and Westbrook Energy Partners, LLC

Exhibit 10.2 6300 Ridglea Place, Suite 1008 Fort Worth, TX 76116 April 30, 2020 Atlas Growth Partners, L.P. To the Board of the General Partner of Atlas Growth Partners This engagement letter sets out the terms and conditions on which Atlas Growth Partners, L.P. (‘AGP’ or ‘the Partnership’) has engaged Westbrook Energy Partners, LLC (‘Westbrook’). Westbrook will provide technical and advisory serv

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 d923443d8k.htm FORM 8-K 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): May 1, 2020 ATLAS GROWTH PARTNERS, L.P. (Exact name of registrant as specified in its charter) Delaware 000-55603 80-0906030 (State or other jurisdiction

Engagement Letter, dated as of April 29, 2020, by and between Atlas Growth Partners, L.P. and PhiCap Advisors, LLC

EX-10.1 2 d923443dex101.htm EX-10.1 Exhibit 10.1 2400 Market St. No. 200, Suite 246 Philadelphia, PA 19103 April 29, 2020 Atlas Growth Partners, L.P. To the Board of the General Partner of Atlas Growth Partners This engagement letter sets out the terms and conditions on which Atlas Growth Partners, L.P. (‘AGP’ or ‘the Partnership’) has engaged PhiCap Advisors, LLC (‘PCA’). PCA will provide advisor

List of Subsidiaries of Atlas Growth Partners, L.P.

EXHIBIT 21.1 SUBSIDIARIES OF ATLAS GROWTH PARTNERS, L.P. Subsidiary Jurisdiction of Formation Atlas Growth Holdings Operating Company, LLC Delaware Atlas Growth Texas, LLC Texas Atlas Growth Oklahoma, LLC Oklahoma Atlas Growth Eagle Ford, LLC Texas

Summary Reserve Report of VSO Petroleum Consultants, Inc.

EXHIBIT 99.1 VSO PETROLEUM CONSULTANTS, INC. 550 CLUB DR., SUITE 100 MONTGOMERY, TEXAS 77316 TELEPHONE FACSIMILE 713-904-1212 713-659-6909 February 7, 2020 Atlas Growth Partners, L.P. Mr. Christopher Walker 425 Houston Street, Suite 300 Fort Worth, TX 76102 RE: Estimate of Proved Reserves and Net Revenue as of January 1, 2020 using SEC Year-End 2019 Pricing Dear Mr. Walker: Pursuant to your reques

AGP / Amerigroup Corp 10-K - Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-55603 Atlas Growth P

Other Events

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): April 14, 2020 Atlas Growth Partners, L.

AGP / Amerigroup Corp NT 10-K - - NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2019 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on

AGP / Amerigroup Corp 10-Q - Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-55603 Atlas

AGP / Amerigroup Corp 10-Q - Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-55603 Atlas Grow

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): May 1, 2019 Atlas Growth Partners, L.

Letter, dated as of June 14, 2019, from Grant Thornton LLP to the Securities and Exchange Commission.

EX-16.1 Exhibit 16.1 June 14, 2019 U.S. Securities and Exchange Commission Office of the Chief Accountant 100 F Street, NE Washington, DC 20549 Re: Atlas Growth Partners, L.P. File No. 000-55603 Dear Sir or Madam: We have read Item 4.01 of Form 8-K of Atlas Growth Partners, L.P. dated June 14, 2019, and agree with the statements concerning our Firm contained therein. Very truly yours, /s/ GRANT TH

AGP Call Transcript June 5

Exhibit 99.1 AGP Call Transcript June 5th, 2019 John Hanna Good morning everyone, this is John Hanna speaking. As the newest member of the Atlas Growth Partners team having joined the company as President in August of last year, I want to welcome everyone to the call. Joining me today from the company are Jeff Slotterback, our Chief Financial Officer, and Chris Walker, our Chief Operating Officer.

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

Form 8-K 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): June 5, 2019 ATLAS GROWTH PARTNERS, L.P. (Exact name of registrant specified in its charter) Delaware 000-55603 80-0906030 (State or Other Jurisdiction Of Incorporation) (Com

AGP / Amerigroup Corp 10-Q - Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-55603 Atlas Gro

AGP / Amerigroup Corp NT 10-Q NT 10-Q

NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2019 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Rep

List of Subsidiaries of Atlas Growth Partners, L.P.

EXHIBIT 21.1 SUBSIDIARIES OF ATLAS GROWTH PARTNERS, L.P. Subsidiary Jurisdiction of Formation Atlas Growth Holdings Operating Company, LLC Delaware Atlas Growth Texas, LLC Texas Atlas Growth Oklahoma, LLC Oklahoma Atlas Growth Eagle Ford, LLC Texas  

AGP / Amerigroup Corp 10-K (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-55603 Atlas Growth P

Summary Reserve Report of VSO Petroleum Consultants, Inc.

EXHIBIT 99.1 VSO PETROLEUM CONSULTANTS, INC. 550 CLUB DR., SUITE 100 MONTGOMERY, TEXAS 77316 TELEPHONEFACSIMILE 713-904-1212713-659-6909 March 21, 2019 AGP Energy L.P. Mr. Christopher Walker 425 Houston Street, Suite 300 Fort Worth, TX 76102 RE: Estimate of Proved Reserves and Net Revenue as of January 1, 2019 using SEC 2018 Pricing Dear Mr. Walker: Pursuant to your request, VSO Petroleum Consulta

AGP / Amerigroup Corp NT 10-K

NT 10-K 1 d722330dnt10k.htm NT 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2018 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Repor

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

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 31, 2018 Atlas Growth Partners, L.

AGP / Amerigroup Corp 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2018 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-55603 Atlas

AGP / Amerigroup Corp NT 10-Q

NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: September 30, 2018 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition

AGP / Amerigroup Corp 10-Q (Quarterly Report)

10-Q 1 agp-10q20180630.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission f

AGP / Amerigroup Corp NT 10-Q

NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: June 30, 2018 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Repo

ATLAS GROWTH PARTNERS ANNOUNCES JOHN P. HANNA AS PRESIDENT AND RECENT EAGLE FORD SHALE RESULTS

EX-99.1 2 d578550dex991.htm EX-99.1 Exhibit 99.1 ATLAS GROWTH PARTNERS ANNOUNCES JOHN P. HANNA AS PRESIDENT AND RECENT EAGLE FORD SHALE RESULTS Atlas Growth Partners, L.P. (“AGP” or the “Company”) announced today that its General Partner’s Board of Directors has appointed John P. Hanna to serve as President effective July 26, 2018. As President, Mr. Hanna will manage the Company’s operations and w

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 d578550d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): July 26, 2018 Atlas Growth Partners, L.P. (Exact name of registrant as specified in its chapter) Delaware 000-55603 80-0906030 (State or other jurisdiction

AGP / Amerigroup Corp 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-55603 Atlas Gro

AGP / Amerigroup Corp NT 10-Q

NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2018 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Rep

Summary Reserve Report of Wright & Company, Inc.

EXHIBIT 99.1 April 2, 2018 Atlas Growth Partners, L.P.425 Houston Street, Suite 300 Fort Worth, TX 76102 Attention: Mr. Christopher Walker, COO SUBJECT:Evaluation of Oil and Gas Reserves To the Interests of Atlas Growth Partners, L.P. In Certain Properties Located in Oklahoma and Texas Pursuant to the Requirements of the Securities and Exchange Commission Effective January 1, 2018 Job 18.1954 At t

AGP / Amerigroup Corp 10-K (Annual Report)

10-K 1 agp-10k20171231.htm 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file

List of Subsidiaries of Atlas Growth Partners, L.P.

EXHIBIT 21.1 SUBSIDIARIES OF ATLAS GROWTH PARTNERS, L.P. Subsidiary Jurisdiction of Formation Atlas Growth Holdings Operating Company, LLC Delaware Atlas Growth Texas, LLC Texas Atlas Growth Oklahoma, LLC Oklahoma Atlas Growth Eagle Ford, LLC Texas  

AGP / Amerigroup Corp NT 10-K

NT 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2017 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition

\

Exhibit 99.1 \ To the Unitholders of Atlas Growth Partners, L.P. (“AGP”): While we work diligently to finalize the AGP 2017 Annual Report including Audited Financials and Reserve Report, we wanted to provide you with an update on the Company’s performance in 2017 and outlook for 2018. 2017 was a year of stability and preservation of value for AGP. While the energy markets were marked by volatility

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

Form 8-K 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): March 27, 2018 ATLAS GROWTH PARTNERS, L.P. (Exact name of registrant specified in its charter) Delaware 000-55603 80-0906030 (State or Other Jurisdiction Of Incorporation) (C

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

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): March 5, 2018 Atlas Growth Partners, L.

Update to the Unitholders of Atlas Growth Partners, L.P.

Exhibit 99.1 To the Unitholders of Atlas Growth Partners, L.P. (“AGP”): As we continue to manage AGP through this ever-changing oil and natural gas price cycle, we remain optimistic your company is poised to succeed. Currently, AGP continues to generate positive cash flow, with a core position in the Eagle Ford Shale in South Texas, supported by a strong and clean balance sheet with no debt. The f

AGP / Amerigroup Corp 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2017 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-55603 Atlas

AGP / Amerigroup Corp 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2017 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-55603 Atlas Grow

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

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): July 23, 2017 Atlas Growth Partners, L.

To the Unitholders of Atlas Growth Partners, L.P. (“AGP”):

EX-99.1 Exhibit 99.1 To the Unitholders of Atlas Growth Partners, L.P. (“AGP”): Since AGP’s inception in 2013, our mandate has been to increase unitholder value by investing in and operating energy assets poised to generate an attractive total return. Over this period, and despite tremendous oil and natural gas price volatility, AGP has developed into a company generating positive cash flow with a

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 d336486d8k.htm FORM 8-K 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): June 21, 2017 ATLAS GROWTH PARTNERS, L.P. (Exact name of registrant specified in its charter) Delaware 000-55603 80-0906030 (State or Other Jurisdiction

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

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): June 6, 2017 Atlas Growth Partners, L.

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

Form 8-K 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): May 15, 2017 ATLAS GROWTH PARTNERS, L.P. (Exact name of registrant specified in its charter) Delaware 000-55603 80-0906030 (State or Other Jurisdiction Of Incorporation) (Com

AGP 10-Q (Quarterly Report)

agp-10q20170331.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2017 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number:

AGP 10-K (Annual Report)

agp-10k20161231.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-

February 28, 2017

EXHIBIT 99.1 February 28, 2017 Atlas Growth Partners, L.P.425 Houston Street, Suite 300 Fort Worth, TX 76102 Attention: Mr. Mark D. Schumacher SUBJECT:Evaluation of Oil and Gas Reserves To the Interests of Atlas Growth Partners, L.P. In Certain Properties Located in Oklahoma and Texas Pursuant to the Requirements of the Securities and Exchange Commission Effective January 1, 2017 Job 16.1826 At th

AGP NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: December 31, 2016 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q ? Transition Report o

ATLAS GROWTH PARTNERS, L.P. Common Units Representing Limited Partner Interests Minimum Offering: 100,000 Class A Common Units and Class T Common Units Maximum Offering: 100,000,000 Class A Common Units and Class T Common Units Warrants to Purchase P

agp-424b320160930.htm Filed pursuant to Rule 424(b)(3) Registration No. 333-207537 PROSPECTUS SUPPLEMENT NO. 4 (to Prospectus dated April 5, 2016) ATLAS GROWTH PARTNERS, L.P. Common Units Representing Limited Partner Interests Minimum Offering: 100,000 Class A Common Units and Class T Common Units Maximum Offering: 100,000,000 Class A Common Units and Class T Common Units Warrants to Purchase Post

AGP / Amerigroup Corp 10-Q - Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2016 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-55603 Atlas

Regulation FD Disclosure

8-K 1 d285551d8k.htm FORM 8-K 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): November 3, 2016 ATLAS GROWTH PARTNERS, L.P. (Exact name of registrant specified in its charter) Delaware 000-55603 80-0906030 (State or Other Jurisdicti

ATLAS GROWTH PARTNERS, L.P. Common Units Representing Limited Partner Interests Minimum Offering: 100,000 Class A Common Units and Class T Common Units Maximum Offering: 100,000,000 Class A Common Units and Class T Common Units Warrants to Purchase P

agp-424b320160630.htm Filed pursuant to Rule 424(b)(3) Registration No. 333-207537 PROSPECTUS SUPPLEMENT NO. 3 (to Prospectus dated April 5, 2016) ATLAS GROWTH PARTNERS, L.P. Common Units Representing Limited Partner Interests Minimum Offering: 100,000 Class A Common Units and Class T Common Units Maximum Offering: 100,000,000 Class A Common Units and Class T Common Units Warrants to Purchase Post

AGP / Amerigroup Corp 10-Q - Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2016 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-55603 Atlas Grow

ATLAS GROWTH PARTNERS, L.P. Common Units Representing Limited Partner Interests Minimum Offering: 100,000 Class A Common Units and Class T Common Units Maximum Offering: 100,000,000 Class A Common Units and Class T Common Units Warrants to Purchase P

424B3 Filed pursuant to Rule 424(b)(3) Registration No. 333-207537 PROSPECTUS SUPPLEMENT NO. 2 (to Prospectus dated April 5, 2016) ATLAS GROWTH PARTNERS, L.P. Common Units Representing Limited Partner Interests Minimum Offering: 100,000 Class A Common Units and Class T Common Units Maximum Offering: 100,000,000 Class A Common Units and Class T Common Units Warrants to Purchase Post-Listing Common

ATLAS GROWTH PARTNERS, L.P. Common Units Representing Limited Partner Interests Minimum Offering: 100,000 Class A Common Units and Class T Common Units Maximum Offering: 100,000,000 Class A Common Units and Class T Common Units Warrants to Purchase P

agp-424b320160331.htm Filed pursuant to Rule 424(b)(3) Registration No. 333-207537 PROSPECTUS SUPPLEMENT NO. 1 (to Prospectus dated April 5, 2016) ATLAS GROWTH PARTNERS, L.P. Common Units Representing Limited Partner Interests Minimum Offering: 100,000 Class A Common Units and Class T Common Units Maximum Offering: 100,000,000 Class A Common Units and Class T Common Units Warrants to Purchase Post

AGP / Amerigroup Corp 10-Q - Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2016 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-55603 Atlas Gro

First Amended and Restated Limited Partnership Agreement of Atlas Growth Partners, L.P. (incorporated by reference to our Current Report on Form 8-K filed on April 6, 2016)

EX-3.1 Exhibit 3.1 FIRST AMENDED AND RESTATED PARTNERSHIP AGREEMENT OF ATLAS GROWTH PARTNERS, L.P. TABLE OF CONTENTS ARTICLE I FORMATION 1 1.01. Formation. 1 1.02. Name, Principal Office and Residence. 1 1.03. Purpose. 1 1.04. Term. 1 ARTICLE II DEFINITION OF TERMS 2 2.01. Definitions. 2 ARTICLE III UNITS, SUBSCRIPTIONS AND FURTHER CAPITAL CONTRIBUTIONS 21 3.01. Designation of General Partner and

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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) April 5, 2016 Atlas Growth Partners, L.

Exclusive Dealer Manager Agreement by and among Atlas Growth Partners, L.P., Atlas Growth Partners GP, LLC and Anthem Securities, Inc., dated April 5, 2016 (incorporated by reference to our Current Report on Form 8-K filed on April 6, 2016)

EX-1.1 Exhibit 1.1 EXCLUSIVE DEALER MANAGER AGREEMENT ATLAS GROWTH PARTNERS, L.P. UP TO $1,000,000,000 IN THE AGGREGATE OF CLASS A AND CLASS T COMMON UNITS April 5, 2016 Anthem Securities, Inc. Park Place Corporate Center One 1000 Commerce Drive, Suite 410 Pittsburgh, Pennsylvania 15275 Ladies and Gentlemen: Atlas Growth Partners, L.P. (the ?Partnership?) is a Delaware limited partnership. The Par

ATLAS GROWTH PARTNERS, L.P. Common Units Representing Limited Partner Interests Minimum Offering: 100,000 Class A Common Units and Class T Common Units Maximum Offering: 100,000,000 Class A Common Units and Class T Common Units Warrants to Purchase P

424B1 Table of Contents Filed Pursuant to Rule 424(b)(1) Registration No. 333-207537 ATLAS GROWTH PARTNERS, L.P. Common Units Representing Limited Partner Interests Minimum Offering: 100,000 Class A Common Units and Class T Common Units Maximum Offering: 100,000,000 Class A Common Units and Class T Common Units Warrants to Purchase Post-Listing Common Units Representing Limited Partner Interests D

AGP 8-A12G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 ATLAS GROWTH PARTNERS, L.P. (Exact name of registrant as specified in its charter) Delaware 80-0906030 (State or Other Jurisdiction of Incorporation) (I.R.S. Employer Identification No.) Park Place

AGP ESP

CORRESP 1 filename1.htm [Atlas Growth Partners, L.P. Letterhead] April 1, 2016 VIA EDGAR H. Roger Schwall Assistant Director United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Atlas Growth Partners, L.P. Registration Statement on Form S-1 File No. 333-207537 Dear Mr. Schwall: On behalf of Atlas Growth Partners, L.P., a Del

AGP AMENDMENT NO. 6 TO FORM S-1

Amendment No. 6 to Form S-1 Table of Contents As filed with the Securities and Exchange Commission on March 25, 2016 Registration No. 333-207537 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 6 to Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ATLAS GROWTH PARTNERS, L.P. (Exact Name of Registrant as Specified in its Charter) Delaware 1311 80

AGP ESP

CORRESPONDENCE [Atlas Growth Partners, L.P. Letterhead] March 25, 2016 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attention: H. Roger Schwall, Assistant Director Karina V. Dorin, Staff Attorney Mark Wojciechowski, Staff Accountant Jenifer Gallagher, Staff Accountant John Hodgin, Petroleum Engineer Re: Atlas Growth Partn

AGP ESP

CORRESP [Atlas Growth Partners, L.P. Letterhead] March 9, 2016 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attention: H. Roger Schwall, Assistant Director Karina V. Dorin, Staff Attorney Mark Wojciechowski, Staff Accountant Jenifer Gallagher, Staff Accountant John Hodgin, Petroleum Engineer Re: Atlas Growth Partners, L.P

AGP AMENDMENT NO. 5 TO FORM S-1

Amendment No. 5 to Form S-1 Table of Contents As filed with the Securities and Exchange Commission on March 9, 2016 Registration No. 333-207537 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 5 to Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ATLAS GROWTH PARTNERS, L.P. (Exact Name of Registrant as Specified in its Charter) Delaware 1311 80-

AGP ESP

[Atlas Growth Partners, L.P. Letterhead] February 16, 2016 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attention: H. Roger Schwall, Assistant Director Karina V. Dorin, Staff Attorney Mark Wojciechowski, Staff Accountant Jenifer Gallagher, Staff Accountant John Hodgin, Petroleum Engineer Re: Atlas Growth Partners, L.P. Am

Form of Second Amended and Restated Agreement of Limited Partnership of Atlas Growth Partners, L.P. (incorporated by reference to the registration statement on Form S-1 (File No. 333-207537) filed on October 21, 2015).

Amendment No. 4 to Form S-1 Table of Contents As filed with the Securities and Exchange Commission on February 16, 2016 Registration No. 333-207537 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 4 to Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ATLAS GROWTH PARTNERS, L.P. (Exact Name of Registrant as Specified in its Charter) Delaware 1311

AGP AMENDMENT NO. 3 TO FORM S-1

Amendment No. 3 to Form S-1 Table of Contents As filed with the Securities and Exchange Commission on February 1, 2016 Registration No. 333-207537 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 to Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ATLAS GROWTH PARTNERS, L.P. (Exact Name of Registrant as Specified in its Charter) Delaware 1311

AGP ESP

[Atlas Growth Partners, L.P. Letterhead] February 1, 2016 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attention: H. Roger Schwall, Assistant Director Karina V. Dorin, Staff Attorney Mark Wojciechowski, Staff Accountant Jenifer Gallagher, Staff Accountant John Hodgin, Petroleum Engineer Re: Atlas Growth Partners, L.P. Ame

AGP AMENDMENT NO.2 TO FORM S-1

Amendment No.2 to Form S-1 Table of Contents As filed with the Securities and Exchange Commission on January 8, 2016 Registration No. 333-207537 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ATLAS GROWTH PARTNERS, L.P. (Exact Name of Registrant as Specified in its Charter) Delaware 1311 80

AGP ESP

January 8, 2016 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attention: H. Roger Schwall, Assistant Director Karina V. Dorin, Staff Attorney Mark Wojciechowski, Staff Accountant Jenifer Gallagher, Staff Accountant John Hodgin, Petroleum Engineer Re: Atlas Growth Partners, L.P. Amendment No. 1 to Registration Statement on

AGP AMENDMENT NO.1 TO FORM S-1 - ATLAS GROWTH PARTNERS, L.P.

Amendment No.1 to Form S-1 - Atlas Growth Partners, L.P. Table of Contents As filed with the Securities and Exchange Commission on December 9, 2015 Registration No. 333-207537 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ATLAS GROWTH PARTNERS, L.P. (Exact Name of Registrant as Specified i

AGP ESP

Response Letter December 9, 2015 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attention: H. Roger Schwall, Assistant Director Karina V. Dorin, Staff Attorney MarkWojciechowski, Staff Accountant JeniferGallagher, Staff Accountant John Hodgin, Petroleum Engineer Re: Atlas Growth Partners, L.P. Amendment No. 1 to Registratio

AGP FORM S-1

Form S-1 Table of Contents As filed with the Securities and Exchange Commission on October 20, 2015 Registration No.