FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person *   R/C Energy IV TGP Holdings, L.P. 2. Date of Event Requiring Statement (Month/Day/Year) 07/25/2012 3. Issuer Name and Ticker or Trading Symbol Atlas Resource Partners, L.P. [ARP] (Last) (First) (Middle) C/O RIVERSTONE HOLDINGS LLC, 712 FIFTH AVENUE, 51ST FLOOR 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) 5. If Amendment, Date Original Filed(Month/Day/Year) (Street) NEW YORK, NY 10019 6. Individual or Joint/Group Filing(Check Applicable Line) ___ Form filed by One Reporting Person _X_ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5) Common Units 3,796,899 I See Footnote (1)

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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Preferred Units	07/25/2012(2)	  (2)	Common Units	3,796,899 (2)	$ 26.3	I	See Footnote (2)

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
R/C Energy IV TGP Holdings, L.P. C/O RIVERSTONE HOLDINGS LLC 712 FIFTH AVENUE, 51ST FLOOR NEW YORK, NY 10019	Â	  X	Â	Â
R/C Energy GP IV, LLC C/O RIVERSTONE HOLDINGS LLC 712 FIFTH AVENUE, 51ST FLOOR NEW YORK, NY 10019	Â	  X	Â	Â
Riverstone/Carlyle Energy Partners IV, L.P. C/O RIVERSTONE HOLDINGS LLC 712 FIFTH AVENUE, 51ST FLOOR NEW YORK, NY 10019	Â	  X	Â	Â

Signatures

/s/ Tom Walker, on behalf of R/C Energy GP IV, LLC, the general partner of Riverstone/Carlyle Energy Partners IV, L.P., the general partner of R/C Energy TGP Holdings, L.P.		07/31/2012
**Signature of Reporting Person		Date
/s/ Tom Walker, on behalf of R/C Energy GP IV, LLC, the general partner of Riverstone/Carlyle Energy Partners IV, L.P.		07/31/2012
**Signature of Reporting Person		Date
/s/ Tom Walker, on behalf of R/C Energy GP IV, LLC		07/31/2012
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	These securities are directly held by R/C Energy TGP Holdings IV, L.P. ("TGP Holdings"). Riverstone/Carlyle Energy Partners IV, L.P. ("TGP Holdings GP") is the general partner of TGP Holdings. R/C Energy GP IV, LLC ("Ultimate GP") is the general partner of TGP Holdings GP. TGP Holdings GP and Ultimate GP may be deemed to have indirect ownership of these securities through TGP Holdings.
(2)	The preferred units are convertible at the holder's option into a number of common units equaling $26.03 plus any accrued dividend in respect of such unit divided by $26.03, at any time on or before July 25, 2015. Any preferred units not previously converted will convert into common units on July 25, 2015.

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