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RICE Rice Acquisition Corp

18.27
0.00 (0.00%)
30 Apr 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type
Rice Acquisition Corp NYSE:RICE NYSE Common Stock
  Price Change % Change Share Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 18.27 0 01:00:00

Statement of Changes in Beneficial Ownership (4)

17/09/2021 9:26pm

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 *

Derham Kyle
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                    _____ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

102 EAST MAIN STREET, SECOND STORY
3. Date of Earliest Transaction (MM/DD/YYYY)

9/15/2021
(Street)

CARNEGIE, PA 15106
(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 9/15/2021  A  30000 A$10.00 (1)30000 D  
Class A Common Stock         2500 I By Rice Acquisition Sponsor LLC (2)

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 B Units of LFG Acquisition Holdings LLC  (3)9/15/2021  C (3)    5532187   (3) (3)Class A Common Stock 5532187  (3)0 I By Rice Acquisition Sponsor LLC (2)
Class A Units of LFG Acquisition Holdings LLC  (3)9/15/2021  C (3)  5532187     (3) (3)Class A Common Stock 5532187  (3)5532187 I By Rice Acquisition Sponsor LLC (2)
Class A Units of LFG Acquisition Holdings LLC  (3)           (3) (3)Class A Common Stock 100  5532287 I By Rice Acquisition Sponsor LLC (2)

Explanation of Responses:
(1) On April 7, 2021, the issuer (f/k/a Rice Acquisition Corp.) entered into subscription agreements with certain investors (the "PIPE Investors") pursuant to which the PIPE Investors agreed to purchase shares of the issuer's Class A common stock for $10.00 per share in connection with, and conditioned upon, the substantially concurrent consummation of certain transactions, including the Business Combination (as defined below). As one of the PIPE Investors, on September 15, 2021, the reporting person acquired 30,000 shares of the issuer's Class A common stock for $10.00 per share.
(2) 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.
(3) For each Class B Unit of LFG Acquisition Holdings LLC (f/k/a Rice Acquisition Holdings LLC) ("Opco"), 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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Derham Kyle
102 EAST MAIN STREET, SECOND STORY
CARNEGIE, PA 15106
X



Signatures
/s/ James Wilmot Rogers as Attorney-in-Fact9/17/2021
**Signature of Reporting PersonDate

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