UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 7)*

 

ATLAS PIPELINE PARTNERS, L.P.
(Name of Issuer)
 
Common Units
(Title of Class of Securities)
 
049392103
(CUSIP Number)
 
December 31, 2013
(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

  [  ] Rule 13d-1(b)
     
  [ x ] Rule 13d-1(c)
     
  [  ] Rule 13d-1(d)

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 

 

 
 
 

 

CUSIP No. 049392103   Page 2 of 5

 

 

1

 

NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE  PERSONS
(ENTITIES ONLY) 

 LEON G. COOPERMAN

 

2

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) [ ]

(b) [ x ]

 

3

 

SEC USE ONLY

 

  

 

4

 

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 United States
NUMBER OF
SHARES		 5 SOLE VOTING POWER 5,606,329
BENEFICIALLY
OWNED BY		 6 SHARED VOTING POWER 2,252,444
EACH
REPORTING		 7 SOLE DISPOSITIVE POWER 5,606,329
PERSON
WITH:		 8 SHARED DISPOSITIVE POWER 2,252,444

 

9

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 7,858,773

 

10

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES

 

 [  ]

 

11

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

  9.9%

 

12

 

TYPE OF REPORTING PERSON

 

 IN
         

 

 
 

CUSIP No .  049392103   Page 3 of 5

 

Item 1(a).   Name of Issuer:
     
    ATLAS PIPELINE PARTNERS, L.P. (the “Company”)
     
Item 1(b).   Address of Issuer’s Principal Executive Offices:
     
    Park Place Corporate Center One
   

1000 Commerce Drive, 4th Floor

Pittsburgh, PA 15275

     
Item 2(a).   Name of Person Filing:
   

This statement is filed on behalf of Leon G. Cooperman ("Mr. Cooperman"). Mr. Cooperman is, among other activities, an investor engaged in investing for his own account.

 

Mr. Cooperman is the Managing Member of Omega Associates, L.L.C. ("Associates"), a limited liability company organized under the laws of the State of Delaware. Associates is a private investment firm formed to invest in and act as general partner of investment partnerships or similar investment vehicles. Associates is the general partner of limited partnerships organized under the laws of Delaware known as Omega Capital Partners, L.P. ("Capital LP"),Omega Capital Investors, L.P.("Investors LP"), and Omega Equity Investors, L.P.("Equity LP"), and also the general partner of Omega Charitable Partnership L.P. (”Charitable LP”), an exempted limited partnership registered in the Cayman Islands. These entities are private investment firms engaged in the purchase and sale of securities for investment for its own accounts.

 

Mr. Cooperman is the President, CEO, and majority stockholder of Omega Advisors, Inc. ("Advisors"), a Delaware corporation, engaged in investing for its own account and providing investment management services, and Mr. Cooperman is deemed to control said entity.

 

Advisors serve as a discretionary investment advisor to a limited number of institutional clients (the "Managed Accounts"). As to the Shares owned by the Managed Accounts, there would be shared power to dispose or to direct the disposition of such Shares because the owners of the Managed Accounts may be deemed beneficial owners of such Shares pursuant to Rule 13d-3 under the Act as a result of their right to terminate the discretionary account within a period of 60 days.

 

Mr. Cooperman is the ultimate controlling person of Associates, Capital LP, Investors LP, Equity LP, Charitable LP, and Advisors.

 

Mr. Cooperman is married to an individual named Toby Cooperman. Mr. Cooperman has an adult son named Michael S. Cooperman. The Michael S. Cooperman WRA Trust (“WRA Trust”) is an irrevocable trust for the benefit of Michael S. Cooperman. Mr. Cooperman has discretionary investment authority over the Michael S. Cooperman and the WRA Trust accounts.

     
Item 2(b).   Address of Principal Business Office or, if None, Residence:
     
    The principal business office of Mr.  Cooperman is 11431 W. Palmetto Park Road, Boca Raton FL 33428.
     
Item 2(c).   Citizenship:
     
    Mr. Cooperman is a United States citizen.
     
Item 2(d).   Title of Class of Securities:
     
    Common Units (the "Shares").
     
Item 2(e).   CUSIP Number:  
     
    049392103
 
 

 

CUSIP No .  049392103   Page 4 of 5

 

Item 3. If This Statement is Filed Pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c):
   
  This Item 3 is inapplicable.

 

Item 4. Ownership.
   
  (a) (b) Amount beneficially owned and Percent of Class:
     
   

Mr. Cooperman may be deemed the beneficial owner of 7,858,773 Shares, which constitutes approximately 9.9 % of the total number of Shares outstanding. This is based on a total of 79,512,837 Shares outstanding on November 14, 2013 as reported on the Company's Form 10-Q filed with the SEC for the quarterly period ended September 30, 2013.

 

This consists of 1,583,129 Shares owned by Capital LP; 557,145 Shares owned by Investors LP; 663,073 Shares owned by Equity LP; 2,252,444 Shares owned by Managed Accounts, 1,727,982 Shares owned by Charitable LP; 150,000 Shares owned by Toby Cooperman; 50,000 Shares owned by Michael S. Cooperman; 150,000 Shares owned by the WRA Trust; and 725,000 Shares owned by Mr. Cooperman.

     
  (c) Number of shares as to which such person has:
     
    (i) Sole power to vote or to direct the vote
       
      5,606,329
       
    (ii) Shared power to vote or to direct the vote
       
      2,252,444
       
    (iii) Sole power to dispose or to direct the disposition of
       
      5,606,329
       
    (iv) Shared power to dispose or to direct the disposition of
       
      2,252,444

 

 
 

 

CUSIP No .  049392103   Page 5 of 5

 

Item 5. Ownership of Five Percent or Less of a Class.
  If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [  ]
   
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
   
  This Item 6 is not applicable.
   
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
   
  This Item 7 is not applicable.
   
Item 8. Identification and Classification of Members of the Group.
   
  This Item 8 is not applicable.
   
Item 9. Notice of Dissolution of Group.
   
  This Item 9 is not applicable.
   
Item 10. Certification.

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

DATED: February 3, 2014 as of December 31, 2013

 

LEON G. COOPERMAN

 

By: /s/ ALAN M. STARK

Alan M. Stark

Attorney-in-Fact

Duly authorized under POA effective as of March 1, 2013 and filed on May 20, 2013.