SEC Form 3: New insider Aria Renewable Energy Systems Llc claimed ownership of 21,700,392 units of Class B Common Stock
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| 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 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 09/15/2021 |
3. Issuer Name and Ticker or Trading Symbol
Archaea Energy Inc. [ LFG ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 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) |
| Class B Common Stock | 21,700,392(1) | D(2)(3)(4)(5)(6) | |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 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 | ||||
| LFG Class A Units(7)(8) | (7)(8) | (7)(8) | Class A Common Stock | 21,700,392(1) | (7)(8) | D(2)(3)(4)(5)(6) | |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. These securities were issued pursuant to the Business Combination Agreement, dated as of April 7, 2021, by and among LFG Buyer Co, LLC, Inigo Merger Sub, LLC, LFG Intermediate Co, LLC, Rice Acquisition Holdings LLC, Aria Energy LLC, Aria Renewable Energy Systems LLC and, solely for purposes of Section 2.2(c), Article IV, Article V, Article VI and Article XI therein, Archaea Energy Inc. (f/k/a Rice Acquisition Corp.), as amended (the "Business Combination Agreement"). Following any exchange of LFG Class A Units (as defined below) for Class A Common Stock of Archaea Energy Inc. (the "Issuer"), an equal number of shares of Class B Common Stock held by the holder of such LFG Class A Units will be canceled. See footnote (8). The Class B Common Stock provides no economic rights in the Issuer but entitles the holder thereof to one vote per share of Class B Common Stock. |
| 2. These shares are directly held by Aria Renewable Energy Systems LLC ("Aria RES"). The Reporting Persons may be deemed to beneficially own these shares, by reason of the direct or indirect beneficial ownership of such shares, except as follows: (i) United States Power Fund III, L.P. ("USP Fund III") may be deemed to beneficially own 11,715,755 of these shares, (ii) EIF United States Power Fund IV, L.P. ("EIF USP Fund IV") may be deemed to beneficially own 9,984,637 of these shares, (iii) EIF US Power III, LLC may be deemed to beneficially own 11,715,755 of these shares, and (iv) EIF US Power IV, LLC may be deemed to beneficially own 9,984,637 of these shares. |
| 3. This statement is being filed jointly by (i) Aria RES, (ii) USP Fund III, (iii) EIF USP Fund IV (together with USP Fund III, the "Ares Funds"), (iv) EIF US Power III, LLC, (v) EIF US Power IV, LLC, (vi) Ares EIF Management LLC, (vii) Ares Management LLC, (viii) Ares Management Holdings L.P. ("Ares Management Holdings"), (ix) Ares Holdco LLC ("Ares Holdco"), (x) Ares Management Corp. ("Ares Management"), (xi) Ares Management GP LLC ("Ares Management GP"), (xii) Ares Voting LLC ("Ares Voting"), and (xiii) Ares Partners Holdco LLC ("Ares Partners") (collectively, the "Reporting Persons"). Due to the electronic system's limitation of 10 Reporting Persons per joint filing, this statement is being filed in two parts. |
| 4. Aria RES is indirectly controlled by the Ares Funds. The general partner of USP Fund III is EIF US Power III, LLC, and the managing member of EIF US Power III, LLC is Ares EIF Management LLC. The general partner of EIF USP Fund IV is EIF US Power IV, LLC, and the managing member of EIF US Power IV, LLC is Ares EIF Management LLC. The sole member of Ares EIF Management LLC is Ares Management LLC. The sole member of Ares Management LLC is Ares Management Holdings and the general partner of Ares Management Holdings is Ares Holdco. The sole member of Ares Holdco is Ares Management. Ares Management GP is the sole holder of Class B common stock, $0.01 par value per share, of Ares Management and Ares Voting is the sole holder of Class C common stock, $0.01 par value per share, of Ares Management. (continued in next footnote) |
| 5. Pursuant to Ares Management's Certificate of Incorporation, the holders of Ares Management's Class B common stock and Class C common stock, collectively, will generally have the majority of the votes on any matter submitted to the stockholders of Ares Management if certain conditions are met. The sole member of both Ares Management GP and Ares Voting is Ares Partners (together with Aria RES, the Ares Funds, EIF US Power III, LLC, EIF US Power IV, LLC, Ares EIF Management LLC, Ares Management LLC, Ares Management Holdings, Ares Holdco, Ares Management, Ares Management GP and Ares Voting, the "Ares Entities"). Ares Partners is managed by a board of managers, which is composed of Michael Arougheti, Ryan Berry, R. Kipp deVeer, David Kaplan, Antony Ressler and Bennett Rosenthal (collectively, the "Board Members"). Mr. Ressler generally has veto authority over Board decisions. |
| 6. Each of the Ares Entities (other than Aria RES with respect to the shares held directly), the Board Members, and the other directors, officers, partners, stockholders, member and managers of the Ares Entities, expressly disclaims beneficial ownership of any equity securities of the Issuer, except to the extent of any pecuniary therein, and this Form 3 shall not be deemed an admission that any such person or entity is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purposes. |
| 7. These Class A Units ("LFG Class A Units") represent limited liability company interests in LFG Acquisition Holdings LLC, a subsidiary of the Issuer, subject to the terms of the Second Amended and Restated Limited Liability Company Agreement of LFG Acquisition Holdings LLC (the "LLC Agreement"), which were issued pursuant to the Business Combination Agreement. These LFG Class A Units, may generally be exchanged at the discretion of the holder (i) once per calendar quarter on a date specified by the Issuer, (ii) upon the occurrence of certain events, including registered offerings, and (iii) with respect to certain block exchanges, provided that, subject to the Issuer's prior written consent to the contrary, any redeeming holder (a) redeem not less than 500,000 LFG Class A Units (continued in next footnote) |
| 8. or (b) in the event such redeeming holder holds less than 500,000 LFG Class A Units, all of such holders LFG Class A Units are redeemed (in each case, subject to certain terms and limitations set forth in the LLC Agreement), for shares of Class A Common Stock of the Issuer on a one-for-one basis (or, at the election of the Issuer, the cash value thereof). Following any exchange of LFG Class A Units for Class A Common Stock, an equal number of shares of Class B Common Stock held by the holder of such LFG Class A Units will be canceled. |
| Remarks: |
| Scott Parkes, who is a principal at Ares Management LLC, became a member of the Issuer's Board of Directors (the "Board") on September 15, 2021. Pursuant to the terms of the Stockholders' Agreement, dated September 15, 2021, by and among Aria RES, the Issuer and certain other stockholders and parties thereto, the Reporting Persons have the right to designate one director for appointment or election to the Board for so long as Aria RES, its affiliates and certain permitted transferees hold at least 50% of the Registrable Securities (as defined in the Stockholders' Agreement) held by Aria RES on September 15, 2021. Aria RES designated Mr. Parkes as a Board member. For the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the Reporting Persons may be deemed a director by deputization with respect to the Issuer on the basis of Mr. Parkes serving on the Board. |
| Aria Renewable Energy Systems LLC By: /s/ Noah Ehrenpreis, Vice President | 09/27/2021 | |
| Ares Voting LLC By: Ares Partners Holdco LLC, its sole member By: /s/ Naseem Sagati Aghili, Authorized Signatory | 09/27/2021 | |
| Ares Management GP LLC By: /s/ Naseem Sagati Aghili Authorized Signatory | 09/27/2021 | |
| Ares Partners Holdco LLC By: /s/ Naseem Sagati Aghili, Authorized Signatory | 09/27/2021 | |
| ** 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. | ||