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LFG Archaea Energy Inc

26.00
0.00 (0.00%)
03 May 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type
Archaea Energy Inc NYSE:LFG NYSE Common Stock
  Price Change % Change Share Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 26.00 0 01:00:00

Statement of Changes in Beneficial Ownership (4)

13/05/2022 9:38pm

Edgar (US Regulatory)


FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response...
0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Rice Daniel J. IV
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)
(Last)          (First)          (Middle)

4444 WESTHEIMER ROAD, SUITE G450
3. Date of Earliest Transaction (MM/DD/YYYY)

5/11/2022
(Street)

HOUSTON, TX 77027
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 A Common Stock 5/11/2022  J(1)  2500 D$0.00 (1)0 I By Rice Acquisition Sponsor LLC (2)
Class B Common Stock 5/11/2022  J(1)  5532287 D$0.00 (1)0 I By Rice Acquisition Sponsor LLC (2)
Class B Common Stock 5/11/2022  J(3)  5154 A$0.00 (3)5154 D  
Class A Common Stock         8715 (4)D  
Class B Common Stock         20010231 I By Archaea Energy LLC (5)
Class B Common Stock         5878310 I By Shalennial Fund I, L.P. (5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Class A Units of LFG Acquisition Holdings LLC  (6)5/11/2022  J (1)    5532287   (6) (6)Class A Common Stock 5532287 $0.00 (1)0 I By Rice Acquisition Sponsor LLC (2)
Class A Units of LFG Acquisition Holdings LLC  (6)5/11/2022  J (3)  5154     (6) (6)Class A Common Stock 5154 $0.00 (3)5154 D  
Warrants $11.50 5/11/2022  J (1)    6093900  10/26/2021 9/15/2026 Class A Common Stock 6093900 $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 20010231  20010231 I By Archaea Energy LLC (5)
Class A Units of LFG Acquisition Holdings LLC  (6)           (6) (6)Class A Common Stock 5878310  5878310 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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Rice Daniel J. IV
4444 WESTHEIMER ROAD, SUITE G450
HOUSTON, TX 77027
XX


Signatures
/s/ Chad Bellah as Attorney-in-Fact5/13/2022
**Signature of Reporting PersonDate


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 control number.

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