| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Archaea Energy Inc. [ LFG ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 12/13/2021 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 12/13/2021 | J(1)(2) | 4,230,696 | D | $0.00 | 14,942,643 | D(3)(4)(5)(6)(7) | |||
| Class A Common Stock | 12/13/2021 | C(1)(2) | 4,230,696 | A | $0.00 | 4,230,696 | D(3)(4)(5)(6)(7) | |||
| Class A Common Stock | 12/13/2021 | D(1)(2) | 4,230,696 | D | $17.65 | 0 | D(3)(4)(5)(6)(7) | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| LFG Class A Units | (1)(2) | 12/13/2021 | C(1)(2) | 4,230,696 | (1)(2) | (1)(2) | Class A Common Stock | 4,230,696 | $0.00 | 14,942,643 | D(3)(4)(5)(6)(7) | ||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. On November 3, 2021, Aria Renewable Energy Systems LLC ("Aria RES"), Archaea Energy Inc. (the "Issuer") and LFG Acquisition Holdings LLC, a subsidiary of the Issuer ("OpCo"), entered into a Share Repurchase Agreement (the "Share Repurchase Agreement") pursuant to which, subject to certain conditions, the Issuer agreed to repurchase from Aria RES and Aria RES agreed to sell to the Issuer on a weekly basis during the period beginning on November 3, 2021 and ending on the date that is one week after the date on which the Issuer has received all cash payments from exercises of certain redeemable warrants, the number of shares of the Issuer's Class A Common Stock, par value $0.0001 per share ("Class A Common Stock"), equal to all cash received by the Issuer from such warrant redemptions during the preceding calendar week (and with respect to the first week, any cash received from such warrant redemptions prior to the immediately preceding calendar week) (continued in next footnote) |
| 2. divided by $17.65 (rounded down to the nearest whole number). In accordance with the terms of the Share Repurchase Agreement, on December 13, 2021, 4,230,696 OpCo Class A Units held by Aria RES were redeemed on a one-for-one basis for 4,230,696 shares of Class A Common Stock (the "Repurchased Shares") pursuant to a Redemption Notice from Aria RES dated December 10, 2021 and 4,230,696 shares of the Issuer's Class B common stock, par value $0.0001 per share, held by Aria RES were surrendered to the Issuer and canceled. On December 13, 2021, the Issuer purchased the Repurchased Shares from Aria RES at a price of $17.65 per share. The sale of the Repurchased Shares to the Issuer is exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), in reliance on Rule 16b-3(e). |
| 3. These shares are directly held by Aria RES. The Reporting Persons may be deemed to beneficially own, these shares by reason of the direct or indirect beneficial ownership of such shares, except as follows: (i) United States Power Fund III, L.P. ("USP Fund III") may be deemed to beneficially own 8,067,336 of these shares, (ii) EIF United States Power Fund IV, L.P. ("EIF USP Fund IV") may be deemed to beneficially own 6,875,307 of these shares, (iii) EIF US Power III, LLC may be deemed to beneficially own 8,067,336 of these shares, and (iv) EIF US Power IV, LLC may be deemed to beneficially own 6,875,307 of these shares. |
| 4. This statement is being filed jointly by (i) Aria RES, (ii) USP Fund III, (iii) EIF USP Fund IV (together with USP Fund III, the "Ares Funds"), (iv) EIF US Power III, LLC, (v) EIF US Power IV, LLC, (vi) Ares EIF Management LLC, (vii) Ares Management LLC, (viii) Ares Management Holdings L.P. ("Ares Management Holdings"), (ix) Ares Holdco LLC ("Ares Holdco"), (x) Ares Management Corp. ("Ares Management"), (xi) Ares Management GP LLC ("Ares Management GP"), (xii) Ares Voting LLC ("Ares Voting"), and (xiii) Ares Partners Holdco LLC ("Ares Partners") (collectively, the "Reporting Persons"). Due to the electronic system's limitation of 10 Reporting Persons per joint filing, this statement is being filed in two parts. |
| 5. Aria RES is indirectly controlled by the Ares Funds. The general partner of USP Fund III is EIF US Power III, LLC, and the managing member of EIF US Power III, LLC is Ares EIF Management LLC. The general partner of EIF USP Fund IV is EIF US Power IV, LLC, and the managing member of EIF US Power IV, LLC is Ares EIF Management LLC. The sole member of Ares EIF Management LLC is Ares Management LLC. The sole member of Ares Management LLC is Ares Management Holdings and the general partner of Ares Management Holdings is Ares Holdco. The sole member of Ares Holdco is Ares Management. Ares Management GP is the sole holder of Class B common stock, $0.01 par value per share, of Ares Management and Ares Voting is the sole holder of Class C common stock, $0.01 par value per share, of Ares Management. (continued in next footnote) |
| 6. Pursuant to Ares Management's Certificate of Incorporation, the holders of Ares Management's Class B common stock and Class C common stock, collectively, will generally have the majority of the votes on any matter submitted to the stockholders of Ares Management if certain conditions are met. The sole member of both Ares Management GP and Ares Voting is Ares Partners (together with Aria RES, the Ares Funds, EIF US Power III, LLC, EIF US Power IV, LLC, Ares EIF Management LLC, Ares Management LLC, Ares Management Holdings, Ares Holdco, Ares Management, Ares Management GP and Ares Voting, the "Ares Entities"). Ares Partners is managed by a board of managers, which is composed of Michael Arougheti, Ryan Berry, R. Kipp deVeer, David Kaplan, Antony Ressler and Bennett Rosenthal (collectively, the "Board Members"). Mr. Ressler generally has veto authority over Board Members' decisions. |
| 7. Each of the Ares Entities (other than Aria RES with respect to the shares held directly), and the Board Members, and the other directors, officers, partners, stockholders, member and managers of the Ares Entities, expressly disclaims beneficial ownership of any equity securities of the Issuer, except to the extent of any pecuniary interest therein, and this Form 4 shall not be deemed an admission that any such person or entity is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Exchange Act, or for any other purposes. |
| Remarks: |
| Scott Parkes, who is a principal at Ares Management LLC, became a member of the Issuer's Board of Directors (the "Board") on September 15,2021. Pursuant to the terms of the Stockholders' Agreement, dated September 15, 2021, by and among Aria RES, the Issuer and certain other stockholders party thereto, the Reporting Persons have the right to designate one director for appointment or election to the Board for so long as Aria RES, its affiliates and certain permitted transferees hold at least 50% of the Registrable Securities (as defined in the Stockholders' Agreement) held by Aria RES on September 15, 2021. Aria RES designated Mr. Parkes as a Board member. For the purposes of Section 16 of the Exchange Act, the Reporting Persons may be deemed a director by deputization with respect to the Issuer on the basis of Mr. Parkes serving on the Board. |
| Aria Renewable Energy Systems LLC By: /s/ Noah Ehrenpreis, Vice President | 12/15/2021 | |
| Ares Voting LLC By: Ares Partners Holdco LLC, its sole member By: /s/ Naseem Sagati Aghili, Authorized Signatory | 12/15/2021 | |
| Ares Management GP LLC By: /s/ Naseem Sagati Aghili Authorized Signatory | 12/15/2021 | |
| Ares Partners Holdco LLC By: /s/ Naseem Sagati Aghili, Authorized Signatory | 12/15/2021 | |
| ** 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). | ||
| 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 Number. | ||
