Statement of Ownership (sc 13g)
14 Februar 2022 - 10:31PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the
Securities Exchange Act of 1934
(Amendment No. __)*
Archaea Energy Inc.
(Name of
Issuer)
Class
A Common Stock, par value $0.0001 per share
(Title of
Class of Securities)
03940F103
(CUSIP Number)
December 31, 2021
(Date of
Event Which Requires Filing of this Statement)
Check the
appropriate box to designate the rule pursuant to which this
Schedule is filed:
☐ 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 on 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 (the “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).
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CUSIP
No. 03940F103
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13G
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Page 2 of 9 Pages
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1
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NAME OF REPORTING PERSON
Third Point LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(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
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
4,454,110
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
4,454,110
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
4,454,110
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
N/A
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.3%
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12
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TYPE OF REPORTING PERSON
OO
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CUSIP No.
03940F103
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13G
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Page 3 of 9 Pages
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1
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NAME OF REPORTING PERSON
Daniel S. Loeb
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(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
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
|
SOLE VOTING POWER
0
|
|
6
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SHARED VOTING POWER
4,454,110
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7
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SOLE DISPOSITIVE POWER
0
|
|
8
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SHARED DISPOSITIVE POWER
4,454,110
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
4,454,110
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
N/A
|
|
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.3%
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12
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TYPE OF REPORTING PERSON
IN
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Item 1(a): Name
of Issuer:
Archaea Energy Inc. (the "Issuer").
Item 1(b): Address of Issuer's Principal
Executive Offices:
The
Issuer's principal executive offices are located at 4444 Westheimer Road, Suite G450,
Houston, Texas 77027.
Item 2(a): Name
of Person Filing:
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(i)
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Third Point LLC,
a Delaware limited liability company (the “Management Company”),
which serves as investment manager or adviser to a variety of hedge
funds and managed accounts (all such funds and accounts,
collectively, the “Funds”), with respect to shares of Common Stock
(as defined in Item 2(d)) directly owned by the Funds; and
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(ii)
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Mr. Daniel S.
Loeb (“Mr. Loeb”), who is the Chief Executive Officer of the
Management Company and controls its business activities, with
respect to shares of Common Stock indirectly beneficially owned by
Mr. Loeb by virtue of such position.
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The Management
Company and Mr. Loeb are hereinafter sometimes collectively
referred to as the “Reporting Persons.” Any disclosures herein with
respect to persons other than the Reporting Persons are made on
information and belief after making inquiry to the appropriate
party.
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Item
2(b): Address of
Principal Business Office or, if None, Residence:
The address of the principal business office of the Management
Company and Mr. Loeb is 55 Hudson Yards, New York, New York
10001.
Item 2(c): Citizenship:
The Management Company is organized as a limited liability company
under the laws of the State of Delaware. Mr. Loeb is a United
States citizen.
Item 2(d): Title of Class of
Securities:
Class A Common Stock, par value $0.0001 per share ("Common
Stock").
Item 2(e): CUSIP Number:
03940F103.
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Item 3:
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If this statement is filed
pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the
person filing is a:
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A.
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[ ]
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Broker or dealer registered under
Section 15 of the Act,
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B.
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[ ]
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Bank as defined in Section 3(a)(6) of
the Act,
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C.
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[ ]
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Insurance Company as defined in
Section 3(a)(19) of the Act,
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D.
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[ ]
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Investment Company registered under
Section 8 of the Investment Company Act of 1940,
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E.
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[ ]
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Investment Adviser in accordance with
Rule 13d-1(b)(1)(ii)(E),
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F.
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[ ]
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Employee Benefit Plan or Endowment
Fund in accordance with 13d-1 (b)(1)(ii)(F),
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G.
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[ ]
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Parent Holding Company or control
person in accordance with Rule 13d-1(b)(1)(ii)(G),
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H.
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[ ]
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Savings Association as defined in
Section 3(b) of the Federal Deposit Insurance Act,
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I.
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[ ]
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Church Plan that is excluded from the
definition of an investment company under Section 3(c)(14) of the
Investment Company Act of 1940,
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J.
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[ ]
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Group, in accordance with Rule
13d-1(b)(1)(ii)(J).
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Item 4: Ownership:
A. Third Point
LLC
(a) Amount
beneficially owned: 4,454,110 shares of Common Stock.
(b) Percent of class: 8.31%. The percentages used herein and in the
rest of this Schedule 13G are calculated based upon the 53,590,976
shares of Common Stock issued and outstanding as of November 8,
2021, as reported in the Issuer’s Amendment No. 1 to its Quarterly
Report on Form 10-Q for the quarterly period ended September 30,
2021 filed with the U.S. Securities and Exchange Commission on
December 29, 2021. Except as described in the preceding sentence,
all amounts reported in this Schedule 13G are as of the opening of
the market on February 14, 2022.
(c) Number
of shares as to which such person has:
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(i)
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Sole power to vote or direct the
vote: -0-
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(ii)
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Shared power to vote or direct the
vote: 4,454,110
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(iii)
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Sole power to dispose or direct the
disposition: -0-
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(iv)
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Shared power to dispose or direct the
disposition: 4,454,110
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B. Daniel S.
Loeb
(a) Amount
beneficially owned: 4,454,110 shares of Common Stock.
(b) Percent of class: 8.31%. The percentages used herein and in the
rest of this Schedule 13G are calculated based upon the 53,590,976
shares of Common Stock issued and outstanding as of November 8,
2021, as reported in the Issuer’s Amendment No. 1 to its Quarterly
Report on Form 10-Q for the quarterly period ended September 30,
2021 filed with the U.S. Securities and Exchange Commission on
December 29, 2021. Except as described in the preceding sentence,
all amounts reported in this Schedule 13G are as of the opening of
the market on February 14, 2022.
(c)
Number of shares as to which such person has:
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(i)
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Sole power to vote or direct the
vote: -0-
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(ii)
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Shared power to vote or direct the
vote: 4,454,110
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(iii)
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Sole power to dispose or direct the
disposition: -0-
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(iv)
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Shared power to dispose or direct the
disposition: 4,454,110
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Item 5: Ownership of Five Percent or Less
of a Class:
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial
owner of more than 5 percent of the class of securities, check the
following: ☐
Item 6: Ownership of More than Five
Percent on Behalf of Another Person:
Other than as set forth herein, no other person has the right to
receive or the power to direct the receipt of dividends from, or
proceeds from the sale of, the securities reported herein.
Item
7: Identification
and Classification of the Subsidiary Which Acquired the Security
Being Reported on by the Parent Holding Company:
Not
applicable.
Item 8: Identification and Classification
of Members of the Group:
Not
applicable.
Item 9: Notice
of Dissolution of Group:
Not
applicable.
Item 10: Certification:
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
[Signatures on following page]
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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THIRD POINT LLC
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By: Daniel S. Loeb, Chief Executive
Officer
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By:
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/s/ William Song
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Name: William Song
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Title: Attorney-in-Fact
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DANIEL S. LOEB
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By:
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/s/ William Song
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Name: William Song
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Title: Attorney-in-Fact
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EXHIBIT
INDEX
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Exhibit
99.1:
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Joint Filing
Agreement, dated February 14, 2022, by and between Third Point LLC
and Daniel S. Loeb.
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Exhibit
99.2:
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Power of
Attorney granted by Daniel S. Loeb in favor of William Song and
Joshua L. Targoff, dated February 17, 2021, was previously filed
with the SEC on March 4, 2021 as Exhibit 24 to the Form 4 filed by
Third Point LLC and Daniel S. Loeb with respect to Radius Global
Infrastructure Inc. and is incorporated herein by reference.
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