SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Rice Daniel J. IV

(Last)

(First)

(Middle)

4444 WESTHEIMER ROAD, SUITE G450

(Street)

HOUSTON

77027

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Archaea Energy Inc. [ LFG ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
05/11/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

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

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	05/11/2022		J⁽¹⁾		2,500	D	$0.00⁽¹⁾	0	I	By Rice Acquisition Sponsor LLC⁽²⁾
Class B Common Stock	05/11/2022		J⁽¹⁾		5,532,287	D	$0.00⁽¹⁾	0	I	By Rice Acquisition Sponsor LLC⁽²⁾
Class B Common Stock	05/11/2022		J⁽³⁾		5,154	A	$0.00⁽³⁾	5,154	D
Class A Common Stock								8,715⁽⁴⁾	D
Class B Common Stock								20,010,231	I	By Archaea Energy LLC⁽⁵⁾
Class B Common Stock								5,878,310	I	By Shalennial Fund I, L.P.⁽⁵⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Units of LFG Acquisition Holdings LLC	⁽⁶⁾	05/11/2022		J⁽¹⁾			5,532,287	⁽⁶⁾	⁽⁶⁾	Class A Common Stock	5,532,287	$0.00⁽¹⁾	0	I	By Rice Acquisition Sponsor LLC⁽²⁾
Class A Units of LFG Acquisition Holdings LLC	⁽⁶⁾	05/11/2022		J⁽³⁾		5,154		⁽⁶⁾	⁽⁶⁾	Class A Common Stock	5,154	$0.00⁽³⁾	5,154	D
Warrants	$11.5	05/11/2022		J⁽¹⁾			6,093,900	10/26/2021	09/15/2026	Class A Common Stock	6,093,900	$0.00⁽¹⁾	0	I	By Rice Acquisition Sponsor LLC⁽²⁾
Class A Units of LFG Acquisition Holdings LLC	⁽⁶⁾							⁽⁶⁾	⁽⁶⁾	Class A Common Stock	20,010,231		20,010,231	I	By Archaea Energy LLC⁽⁵⁾
Class A Units of LFG Acquisition Holdings LLC	⁽⁶⁾							⁽⁶⁾	⁽⁶⁾	Class A Common Stock	5,878,310		5,878,310	I	By Shalennial Fund I, L.P.⁽⁵⁾

Explanation of Responses:

1. Represents the pro rata distribution of the securities of the issuer held by Rice Acquisition Sponsor LLC ("Sponsor") to all of its members. Prior to such distribution, and as of the date hereof, no such securities have been disposed of for cash by either Sponsor or its members.

2. These securities were previously held by Sponsor. Prior to the distribution of these securities, the reporting person was previously a managing member of Sponsor. As such, the reporting person may have been deemed to have beneficial ownership of the securities held of record by Sponsor. The reporting person disclaims and previously disclaimed any beneficial ownership of the securities previously held by Sponsor other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

3. Represents receipt of the reporting person's pro rata distribution of the securities of the issuer held by Sponsor.

4. Includes 6,838 restricted stock units, which vests in a single installment on January 1, 2023. Each restricted stock unit represents a contingent right to receive one share of the issuer's Class A common stock.

5. Archaea Energy LLC is majority-owned and controlled by Shalennial Fund I, L.P. The reporting person is the sole managing member of Rice Investment Group UGP, LLC, which is the general partner of both (i) Shalennial GP I, L.P. (the general partner of Shalennial Fund I, L.P.) and (ii) Rice Investment Group, L.P. (the management company for Shalennial Fund I, L.P.). As such, the reporting person may be deemed to have beneficial ownership of the securities held of record by Archaea Energy LLC and the securities held of record by Shalennial Fund I, L.P. The reporting person disclaims any beneficial ownership of the reported securities other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

6. The Class A Units of LFG Acquisition Holdings LLC (together with the corresponding shares of the issuer's Class B common stock) are exchangeable into shares of the issuer's Class A common stock on a one-for-one basis and have no expiration date.

	/s/ Chad Bellah as Attorney-in-Fact	05/13/2022
	** 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 4 (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.

SEC Form 4: Rice Daniel J. Iv disposed of 2,500 shares, disposed of 5,532,287 units of Class B Common Stock and acquired 5,154 units of Class B Common Stock