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^*

Shalennial Fund I, L.P.

(Last)

(First)

(Middle)

102 EAST MAIN STREET, SECOND STORY

(Street)

CARNEGIE

15106

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
12/28/2022

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 B Common Stock	12/28/2022		D		12,499,929	D	$0⁽¹⁾⁽²⁾	0	D

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	⁽³⁾	12/28/2022		D			12,499,929	⁽³⁾	⁽³⁾	Class A Common Stock	12,499,929	$26⁽¹⁾⁽³⁾	0	D

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger, dated October 16, 2022 (the "Merger Agreement"), by and among the Issuer, LFG Acquisition Holdings LLC ("Opco"), BP Products North America Inc. ("Parent"), Condor RTM Inc. ("Merger Sub") and Condor RTM LLC ("Opco Merger Sub"), Merger Sub merged with and into the Issuer, with the Issuer surviving as a wholly owned subsidiary of Parent (the "Issuer Merger"), and Opco Merger Sub merged with and into Opco, with Opco continuing as the surviving company and a wholly owned subsidiary of Parent (the "Opco Merger").

2. Pursuant to the Merger Agreement, at the effective time of the Issuer Merger (the "Effective Time"), each share of the Issuer's Class B common stock, par value $0.0001 per share ("Class B Common Stock"), was automatically canceled and extinguished without any conversion thereof or consideration paid therefor.

3. Prior to the Effective Time, the Class A Units of Opco (each, an "Opco Unit") (together with the corresponding shares of Class B Common Stock) were exchangeable into shares of the Issuer's Class A Common Stock, par value $0.0001 per share, on a one-for-one basis and had no expiration date. At the effective time of the Opco Merger (the "Opco Merger Effective Time"), pursuant to the Merger Agreement, each Opco Unit held by a holder other than the Issuer or any of its subsidiaries issued and outstanding as of immediately prior to the Opco Merger Effective Time was automatically canceled, extinguished and converted into the right to receive $26.00 in cash, without interest.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	/s/ Mitchell Athey, as Attorney-in-Fact	12/28/2022
	** 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).
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SEC Form 4: Shalennial Fund I, L.P. returned 12,499,929 units of Class B Common Stock to the company, closing all direct ownership in the company