SEC Form 4: Rice Daniel J. Iv was granted 25,888,541 units of Class B Common Stock
$RICE
| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Archaea Energy Inc. [ LFG ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/15/2021 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class B Common Stock | 09/15/2021 | A | 20,010,231 | A | (1)(2) | 20,010,231 | I | By Archaea Energy LLC(3) | ||
| Class B Common Stock | 09/15/2021 | A | 5,878,310 | A | (1)(4) | 5,878,310 | I | By Shalennial Fund I, L.P.(3) | ||
| Class B Common Stock | 5,532,187 | I | By Rice Acquisition Sponsor LLC(5) | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Class B Units of LFG Acquisition Holdings LLC | (6) | 09/15/2021 | C(6) | 5,532,187 | (6) | (6) | Class A Common Stock | 5,532,187 | (6) | 0 | I | By Rice Acquisition Sponsor LLC(5) | |||
| Class A Units of LFG Acquisition Holdings LLC | (6) | 09/15/2021 | C(6) | 5,532,187 | (6) | (6) | Class A Common Stock | 5,532,187 | (6) | 5,532,187 | I | By Rice Acquisition Sponsor LLC(5) | |||
| Class A Units of LFG Acquisition Holdings LLC | (7) | 09/15/2021 | A(1)(2) | 20,010,231 | (7) | (7) | Class A Common Stock | 20,010,231 | (7) | 20,010,231 | I | By Archaea Energy LLC(3) | |||
| Class A Units of LFG Acquisition Holdings LLC | (7) | 09/15/2021 | A(1)(4) | 5,878,310 | (7) | (7) | Class A Common Stock | 5,878,310 | (7) | 5,878,310 | I | By Shalennial Fund I, L.P.(3) | |||
| Class A Units of LFG Acquisition Holdings LLC | (7) | (7) | (7) | Class A Common Stock | 100 | 5,532,287 | I | By Rice Acquisition Sponsor LLC(5) | |||||||
| Explanation of Responses: |
| 1. On September 15, 2021, as a result of the consummation of the transactions (the "Business Combination") contemplated by that certain Business Combination Agreement, dated April 7, 2021 and subsequently amended on May 12, 2021, by and among the issuer (f/k/a Rice Acquisition Corp.), LFG Acquisition Holdings LLC (f/k/a Rice Acquisition Holdings LLC) ("Opco"), Archaea Energy LLC, Archaea Energy II LLC ("Archaea II") and the other parties thereto, in exchange for the equity interests of Archaea II, which were cancelled, Archaea Energy LLC and its members received Opco Class A units and a corresponding number of shares of the issuer's Class B common stock (which together are exchangeable into shares of the issuer's Class A Common Stock on a one-for-one basis). |
| 2. As a result of the Business Combination, Archaea Energy LLC received 20,010,231 Opco Class A units and a corresponding number of shares of the issuer's Class B common stock (which together are exchangeable into shares of the issuer's Class A Common Stock on a one-for-one basis). |
| 3. 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 shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly. |
| 4. As a result of the Business Combination, Shalennial Fund I, L.P., as a member of Archaea Energy LLC, received 5,878,310 Opco Class A units and a corresponding number of shares of the issuer's Class B common stock (which together are exchangeable into shares of the issuer's Class A Common Stock on a one-for-one basis). |
| 5. The reporting person is a managing member of Rice Acquisition Sponsor LLC. As such, the reporting person may be deemed to have beneficial ownership of the securities held of record by Rice Acquisition Sponsor LLC. The reporting person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly. |
| 6. For each Opco Class B Unit, the reporting person owns a corresponding share of the issuer's Class B common stock. In connection with the issuer's initial business combination, the Opco Class B Units convert into Opco Class A Units on a one-for-one basis, subject to adjustment. The Opco Class A Units (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 after the time of the issuer's initial business combination on a one-for-one basis and have no expiration date. On September 15, 2021, the issuer completed its initial business combination, and as a result the Opco Class B Units held by Rice Acquisition Sponsor LLC converted into Opco Class A Units on a one-for-one basis. |
| 7. The Opco Class A Units (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/ James Wilmot Rogers as Attorney-in-Fact | 09/17/2021 | |
| ** 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 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. | ||