Archaea Energy (LFG) Form 4 Archaea Energy / Daniel J. IV Rice ownership change

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^*

Rice Daniel J. IV

(Last) (First) (Middle)

4444 WESTHEIMER ROAD

SUITE G450

(Street)

HOUSTON TX 77027

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2022

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)
			Code	V	Amount	(A) or (D)	Price
Class B Common Stock	09/15/2022		J(1)		20,010,231	D	$0.00(1)	0	I	By Archaea Energy LLC(2)
Class B Common Stock	09/15/2022		J(3)		6,621,619	A	$0.00(3)	12,499,929	I	By Shalennial Fund I, L.P.(4)
Class B Common Stock								5,154	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class A Units of LFG Acquisition Holdings LLC	(5)	09/15/2022		J(1)			20,010,231	(5)	(5)	Class A Common Stock	20,010,231	$0.00(1)	0	I	By Archaea Energy LLC(2)
Class A Units of LFG Acquisition Holdings LLC	(5)	09/15/2022		J(3)		6,621,619		(5)	(5)	Class A Common Stock	6,621,619	$0.00(3)	12,499,929	I	By Shalennial Fund I, L.P.(4)
Class A Units of LFG Acquisition Holdings LLC	(5)							(5)	(5)	Class A Common Stock	5,154		5,154	D

Explanation of Responses:

1. Represents the pro rata distribution of the securities of the issuer held by Archaea Energy LLC ("Archaea LLC") 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 Archaea LLC or its members.

2. Archaea LLC is controlled by Shalennial Fund I, L.P. ("Shalennial Fund"). 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) and (ii) Rice Investment Group, L.P. (the management company for Shalennial Fund). As such, the reporting person may have been deemed to have beneficial ownership of the securities held of record by Archaea LLC. The reporting person disclaims any beneficial ownership of the securities previously held by Archaea LLC other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

3. Represents receipt by Shalennial Fund of the pro rata distribution of the securities of the issuer held by Archaea LLC.

4. 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) and (ii) Rice Investment Group, L.P. (the management company for Shalennial Fund). As such, the reporting person may be deemed to have beneficial ownership of the securities held of record by Shalennial Fund. 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.

5. 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.

	/s/ Daniel J. Rice, IV	09/19/2022
	** 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).
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