Amended Statement of Ownership (sc 13g/a)
14 Februar 2022 - 12:14PM
Edgar (US Regulatory)
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UNITED
STATES
SECURITIES AND
EXCHANGE COMMISSION
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Washington, D.C.
20549
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SCHEDULE
13G
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(Rule
13d-102)
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INFORMATION TO BE
INCLUDED IN STATEMENTS FILED PURSUANT
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TO RULES
13d-1(b),(c) AND (d) AND AMENDMENTS THERETO FILED
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PURSUANT TO RULE
13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 1)
*
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Archaea Energy
Inc.
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(Name of
Issuer)
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Class A Common
Stock, $.0001 par value
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(Title of Class
of Securities)
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03940F103
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(CUSIP
Number)
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December 31,
2021
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(Date of Event
Which Requires Filing of this Statement)
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Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
[X] Rule
13d-1(b)
[ ] Rule
13d-1(c)
[ ] Rule
13d-1(d)
*The
remainder of this cover page shall be filled out for a reporting
person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing
information which would alter the disclosures provided in a prior
cover page.
The
information required in the remainder of this cover page shall not
be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
CUSIP No,
03940F103
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1.
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Name of Reporting Person
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Kensico Capital
Management Corp.
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I.R.S. Identification No. of Above
Person (entities only) (voluntary)
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13-4079277
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2.
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Check the Appropriate Box
if a Member of a Group
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(a) [ ]
(b) [ ]
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization
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Delaware
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Number of Shares
Beneficially Owned by Reporting Person With
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5.
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Sole Voting Power
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-0-
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6.
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Shared Voting Power
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3,360,999
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7.
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Sole Dispositive Power
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-0-
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8.
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Shared Dispositive Power
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3,360,999
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9.
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Aggregate Amount Beneficially Owned
by Reporting Person
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3,360,999
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10.
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Check Box if the Aggregate Amount in
Row (9) Excludes Certain Shares
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[
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11.
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Percent of Class Represented by
Amount in
Row (9)
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5.3%
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12.
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Type of Reporting Person
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CO,
IA
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CUSIP No,
03940F103
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1.
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Name of Reporting Person
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Michael B.
Lowenstein
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I.R.S. Identification No. of Above
Person (entities only) (voluntary)
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2.
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Check the Appropriate Box
if a Member of a Group
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(a) [ ]
(b) [ ]
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization
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United States
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Number of Shares
Beneficially Owned by Reporting Person With
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5.
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Sole Voting Power
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-0-
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6.
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Shared Voting Power
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3,360,999
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7.
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Sole Dispositive Power
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-0-
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8.
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Shared Dispositive Power
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3,360,999
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9.
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Aggregate Amount Beneficially Owned
by Reporting Person
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3,360,999
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10.
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Check Box if the Aggregate Amount in
Row (9) Excludes Certain Shares
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[
]
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11.
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Percent of Class Represented by
Amount in
Row (9)
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5.3%
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12.
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Type of Reporting Person
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IN,
HC
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CUSIP No,
03940F103
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1.
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Name of Reporting Person
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Thomas J. Coleman
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I.R.S. Identification No. of Above
Person (entities only) (voluntary)
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2.
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Check the Appropriate Box
if a Member of a Group
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(a) [ ]
(b) [ ]
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization
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United States
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Number of Shares
Beneficially Owned by Reporting Person With
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5.
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Sole Voting Power
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-0-
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6.
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Shared Voting Power
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3,360,999
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7.
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Sole Dispositive Power
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-0-
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8.
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Shared Dispositive Power
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3,360,999
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9.
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Aggregate Amount Beneficially Owned
by Reporting Person
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3,360,999
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10.
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Check Box if the Aggregate Amount in
Row (9) Excludes Certain Shares
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[
]
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11.
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Percent of Class Represented by
Amount in
Row (9)
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5.3%
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12.
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Type of Reporting Person
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IN,
HC
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CUSIP No,
03940F103
Amendment No.
1 to Schedule 13G
Reference is hereby made to the
statement on Schedule 13G filed with the Securities and Exchange
Commission on behalf of the Reporting Persons with respect to the
Class A Common Stock of the Issuer on February 12, 2021 (the
"Schedule 13G"). Terms defined in the Schedule 13G are
used herein as so defined.
The following items of the Schedule
13G are hereby amended and restated as follows:
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Item 1
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(a)
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Name of
Issuer:
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Archaea Energy Inc. (formerly Rice
Acquisition Corp.)
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(b)
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Address of
Issuer’s Principal Executive Offices:
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4444 Westheimer Road, Suite G450,
Houston, TX 77027
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Item 2
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(e)
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CUSIP
number:
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03940F103
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Item 4
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Ownership
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(a)
through (c)
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The information requested in these
paragraphs is incorporated herein by reference to the cover pages
to this Amendment No. 1 to Schedule 13G. Ownership is stated
as of December 31, 2021 and percentage ownership is based on
63,990,976 shares of Class A Common Stock outstanding as of
December 31, 2021, comprised of (i) 53,590,976 shares of Class A
Common Stock outstanding as of November 8, 2021, as reported in the
Issuer’s Report on Form 10-Q for the period ended September 30,
2021 filed with the Securities and Exchange Commission on December
29, 2021 plus (ii) 9,400,0000 additional shares of Class A Common
stock issued upon the redemption of certain Redeemable Warrants and
exercise of 1,000,000 warrants, based on information provided by
the Issuer.
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CUSIP No, 03940F103
SIGNATURE
After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set
forth in this statement is true, complete and correct.
Dated: February 14, 2022
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KENSICO CAPITAL
MANAGEMENT CORP.
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By:
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/s/ Michael B. Lowenstein
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Name:
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Michael B. Lowenstein
Authorized Signatory
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MICHAEL B.
LOWENSTEIN
/s/ Michael B. Lowenstein
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THOMAS J.
COLEMAN
/s/ Thomas J. Coleman
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6
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