Archaea Energy (LFG) Form 3 Archaea Energy / Brian F McCarthy ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

McCarthy Brian F

(Last) (First) (Middle)

4444 WESTHEIMER ROAD,

SUITE G450

(Street)

HOUSTON TX 77027

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/01/2022

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

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	12,000(1)	D
Class B Common Stock	530,855(2)	I	By McCarthy Biogas Holdings LLC(3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class A Units of LFG Acquisition Holdings LLC	(4)	(4)	Class A Common Stock	530,855(2)	(4)	I	By McCarthy Biogas Holdings LLC(3)

Explanation of Responses:

1. Award of restricted stock units (3,000 of which will vest on March 15, 2022, 3,000 of which will vest on September 15, 2022 and 6,000 of which will vest on September 15, 2023). Each restricted stock unit represents a contingent right to receive one share of the issuer's Class A common stock.

2. On September 15, 2021, as a result of the consummation of the transactions contemplated by that certain Business Combination Agreement, dated April 7, 2021 and subsequently amended on May 12, 2021, by and among the issuer, 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). McCarthy Biogas Holdings LLC, as a member of Archaea Energy LLC, received 530,855 Opco Class A units and a corresponding number of shares of the issuer's Class B common stock.

3. McCarthy Biogas Holdings LLC is a limited liability company controlled by Mr. McCarthy. As such, Mr. McCarthy may be deemed to have beneficial ownership of the securities held of record by McCarthy Biogas Holdings LLC. Mr. McCarthy 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. 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.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	/s/ Chad Bellah as Attorney-in-Fact	03/08/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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