H2O AMERICA (HTO) holder says it is not a 10% owner

Rhea-AI Filing Summary

H2O AMERICA (HTO) is identified as the issuer, while ATLAS Infrastructure Partners (UK) Ltd. and GIP ATLAS Holdings Ltd report that an earlier Form 3 has been withdrawn. They state they are not, and have never been, 10% owners of HTO under an exemption in Rule 16a-1(a)(1). The reporting person, an investment adviser registered under Section 203 of the Investment Advisers Act of 1940, indicates it does not have beneficial ownership of HTO common stock under Rule 16a-1(a)(1)(v), and that any shares it holds are for the benefit of third‑party investors and not for changing or influencing control, consistent with Rule 13d-3(b).

Key Terms

Rule 16a-1(a)(1), beneficial ownership, Section 203 of the Investment Advisers Act of 1940, Rule 13d-3(b)

4 terms

Rule 16a-1(a)(1) regulatory

"due to the application of an exemption under Rule 16a-1(a)(1) under the"

beneficial ownership regulatory

"does not have beneficial ownership of the Issuer's common stock"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

Section 203 of the Investment Advisers Act of 1940 regulatory

"registered as an investment adviser under Section 203 of the Investment"

Rule 13d-3(b) regulatory

"engaging in any arrangement subject to Rule 13d-3(b). Any Shares"

FAQ

What does the Form 3/A amendment mean for H2O AMERICA (HTO)?

The amendment states the reporting entities are not 10% owners of H2O AMERICA (HTO) under Rule 16a-1(a)(1). They withdraw a prior Form 3 and indicate any HTO shares they hold are for third‑party investors, not to influence control.

Are ATLAS Infrastructure entities considered 10% owners of HTO stock?

No. The reporting person states it is not, and has never been, a 10% owner of HTO due to an exemption under Rule 16a-1(a)(1). Therefore, it asserts it is not subject to Section 16 reporting as a 10% holder.

Does the reporting person claim beneficial ownership of HTO common stock?

No. The reporting person indicates it does not have beneficial ownership of HTO common stock under Rule 16a-1(a)(1)(v). Any HTO shares it holds are described as being held for the benefit of third‑party investors.

What regulatory status does the reporting person have in relation to HTO (HTO)?

The reporting person is described as an investment adviser registered under Section 203 of the Investment Advisers Act of 1940. It emphasizes that any HTO shares are held for clients, not to change or influence HTO’s control.

How does Rule 13d-3(b) relate to the reporting person’s holdings in HTO?

The reporting person states it did not acquire any HTO shares with the purpose or effect of changing or influencing control, or engaging in arrangements subject to Rule 13d-3(b). This supports its position that it is not a control‑seeking shareholder.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/19/2026 - 12:22 PM Accepted by SEC EDGAR 08/19/2026 - 12:21 PM Learn about SEC filing dates

SEC Form 3

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
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
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hours per response:			0.5

1. Name and Address of Reporting Person^*

ATLAS Infrastructure Partners (UK) Ltd.

(Last) (First) (Middle)

1ST FLOOR WEST

1-3 COLLEGE HILL

(Street)

LONDON EC4R 2RA

(City) (State) (Zip)

UNITED KINGDOM

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
03/04/2026

3. Issuer Name and Ticker or Trading Symbol
H2O AMERICA [ HTO ]

3a. Foreign Trading Symbol

5. If Amendment, Date of Original Filed (Month/Day/Year)
04/08/2026

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			N/A

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

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)

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: 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

1. Name and Address of Reporting Person^*

ATLAS Infrastructure Partners (UK) Ltd.

(Last) (First) (Middle)

1ST FLOOR WEST

1-3 COLLEGE HILL

(Street)

LONDON EC4R 2RA

(City) (State) (Zip)

UNITED KINGDOM

(Country)

Relationship of Reporting Person(s) to Issuer

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			N/A

1. Name and Address of Reporting Person^*

GIP ATLAS Holdings Ltd

(Last) (First) (Middle)

1ST FLOOR WEST, 1-3 COLLEGE HILL

(Street)

LONDON EC4R 2RA

(City) (State) (Zip)

UNITED KINGDOM

(Country)

Relationship of Reporting Person(s) to Issuer

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			N/A

Explanation of Responses:

Remarks:

The purpose of this amendment is to withdraw the Form 3 filed on April 8, 2026 because the Reporting Person is not, and at no time was, a 10% owner of the Issuer due to the application of an exemption under Rule 16a-1(a)(1) under the Securities Exchange Act of 1934. the Reporting Person, which is registered as an investment adviser under Section 203 of the Investment Advisers Act of 1940, does not have beneficial ownership of the Issuer's common stock (the "Shares") pursuant to Rule 16a-1(a)(1)(v). the Reporting Person did not acquire any Shares with the purpose or effect of changing or influencing control of the Issuer or engaging in any arrangement subject to Rule 13d-3(b). Any Shares held by the Reporting Person are held for the benefit of third-party investors.

No securities are beneficially owned.

	/s/ Toni Rizk	08/19/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)