UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D/A
Under the
Securities Exchange Act of 1934
(Amendment No. 6)*
ARCHAEA
ENERGY INC.
(Name
of Issuer)
Class A
Common Stock, par value $0.0001 per share
(Title
of Class of Securities)
03940F103
(CUSIP
Number)
Naseem
Sagati Aghili
Ares
Management Corporation
2000
Avenue of the Stars, 12th Floor,
Los
Angeles, California 90067
(310)
201-4165
(Name, Address
and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 25, 2022
(Date of Event
which Requires Filing of this Statement)
If the
filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this
Schedule 13D, and is filing this schedule because of
§240.13d-1(e), §240.13d‑1(f) or §240.13d-1(g), check the following
box:
□
* 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 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 (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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Page 2 of 24
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1.
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Name of
Reporting Person
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Aria Renewable
Energy Systems LLC
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2.
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Check the
Appropriate Box if a Member of a Group
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(a) □
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(b) X
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3.
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SEC Use
Only
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4.
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Source of Funds
(See Instructions)
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OO
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5.
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Check if
Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
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☐
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Not
Applicable
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6.
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Citizenship or
Place of Organization
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Delaware
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Number of Shares
Beneficially Owned by Each Reporting Person With
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7.
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Sole Voting
Power
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0
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8.
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Shared Voting
Power
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0
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9.
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Sole Dispositive
Power
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0
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10.
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Shared
Dispositive Power
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0
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11.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
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0
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12.
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Check if the
Aggregate Amount in Row (11) Excludes Certain Shares
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□
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13.
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Percent of
Class Represented by Amount in Row (11)
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0%
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14.
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Type of
Reporting Person
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OO
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CUSIP No. 03940F103
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Page 3 of 24
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1.
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Name of
Reporting Person
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United States
Power Fund III, L.P.
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2.
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Check the
Appropriate Box if a Member of a Group
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(a) □
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(b) X
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3.
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SEC Use
Only
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4.
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Source of Funds
(See Instructions)
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OO
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5.
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Check if
Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
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☐
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Not
Applicable
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6.
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Citizenship or
Place of Organization
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Delaware
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Number of Shares
Beneficially Owned by Each Reporting Person With
|
7.
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Sole Voting
Power
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0
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8.
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Shared Voting
Power
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0
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9.
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Sole Dispositive
Power
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0
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10.
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Shared
Dispositive Power
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0
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11.
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
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0
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12.
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Check if the
Aggregate Amount in Row (11) Excludes Certain Shares
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□
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13.
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Percent of
Class Represented by Amount in Row (11)
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0%
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14.
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Type of
Reporting Person
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PN
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.
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CUSIP No. 03940F103
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Page 4 of 24
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1.
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Name of
Reporting Person
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EIF US Power
III, LLC
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2.
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Check the
Appropriate Box if a Member of a Group
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(a) □
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(b)
X
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3.
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SEC Use
Only
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4.
|
Source of Funds
(See Instructions)
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OO
|
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5.
|
Check if
Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
|
☐
|
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Not
Applicable
|
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6.
|
Citizenship or
Place of Organization
|
|
|
Delaware
|
|
Number of Shares
Beneficially Owned by Each Reporting Person With
|
7.
|
Sole Voting
Power
|
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0
|
|
8.
|
Shared Voting
Power
|
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|
0
|
|
9.
|
Sole Dispositive
Power
|
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|
0
|
|
10.
|
Shared
Dispositive Power
|
|
|
0
|
|
11.
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
|
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|
0
|
|
12.
|
Check if the
Aggregate Amount in Row (11) Excludes Certain Shares
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□
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13.
|
Percent of
Class Represented by Amount in Row (11)
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0%
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14.
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Type of
Reporting Person
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OO
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CUSIP No. 03940F103
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Page 5 of 24
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1.
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Name of
Reporting Person
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EIF United
States Power Fund IV, L.P.
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2.
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Check the
Appropriate Box if a Member of a Group
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(a) □
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(b) □
X
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3.
|
SEC Use
Only
|
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4.
|
Source of Funds
(See Instructions)
|
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|
OO
|
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5.
|
Check if
Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
|
☐
|
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|
Not
Applicable
|
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6.
|
Citizenship or
Place of Organization
|
|
|
Delaware
|
|
Number of Shares
Beneficially Owned by Each Reporting Person With
|
7.
|
Sole Voting
Power
|
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0
|
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8.
|
Shared Voting
Power
|
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|
0
|
|
9.
|
Sole Dispositive
Power
|
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|
0
|
|
10.
|
Shared
Dispositive Power
|
|
|
0
|
|
11.
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
|
|
|
0
|
|
12.
|
Check if the
Aggregate Amount in Row (11) Excludes Certain Shares
|
□
|
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13.
|
Percent of
Class Represented by Amount in Row (11)
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0%
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14.
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Type of
Reporting Person
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PN
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CUSIP No. 03940F103
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Page 6 of 24
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1.
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Name of
Reporting Person
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EIF US Power IV,
LLC
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2.
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Check the
Appropriate Box if a Member of a Group
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(a) □
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(b) X
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3.
|
SEC Use
Only
|
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4.
|
Source of Funds
(See Instructions)
|
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|
OO
|
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5.
|
Check if
Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
|
☐
|
|
|
Not
Applicable
|
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6.
|
Citizenship or
Place of Organization
|
|
|
Delaware
|
|
Number of Shares
Beneficially Owned by Each Reporting Person With
|
7.
|
Sole Voting
Power
|
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0
|
|
8.
|
Shared Voting
Power
|
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0
|
|
9.
|
Sole Dispositive
Power
|
|
|
0
|
|
10.
|
Shared
Dispositive Power
|
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0
|
|
11.
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
|
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0
|
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12.
|
Check if the
Aggregate Amount in Row (11) Excludes Certain Shares
|
□
|
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13.
|
Percent of
Class Represented by Amount in Row (11)
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0%
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14.
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Type of
Reporting Person
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OO
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CUSIP No. 03940F103
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Page 7 of 24
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1.
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Name of
Reporting Person
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Ares EIF
Management LLC
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2.
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Check the
Appropriate Box if a Member of a Group
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(a) □
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(b) X
|
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3.
|
SEC Use
Only
|
|
4.
|
Source of Funds
(See Instructions)
|
|
|
OO
|
|
5.
|
Check if
Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
|
☐
|
|
|
Not
Applicable
|
|
6.
|
Citizenship or
Place of Organization
|
|
|
Delaware
|
|
Number of Shares
Beneficially Owned by Each Reporting Person With
|
7.
|
Sole Voting
Power
|
|
|
0
|
|
8.
|
Shared Voting
Power
|
|
|
0
|
|
9.
|
Sole Dispositive
Power
|
|
|
0
|
|
10.
|
Shared
Dispositive Power
|
|
|
0
|
|
11.
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
|
|
|
0
|
|
12.
|
Check if the
Aggregate Amount in Row (11) Excludes Certain Shares
|
□
|
|
13.
|
Percent of
Class Represented by Amount in Row (11)
|
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0%
|
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14.
|
Type of
Reporting Person
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OO
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CUSIP No. 03940F103
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Page 8 of 24
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1.
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Name of
Reporting Person
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Ares Management
LLC
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2.
|
Check the
Appropriate Box if a Member of a Group
|
|
|
(a) □
|
(b) □
X
|
|
3.
|
SEC Use
Only
|
|
4.
|
Source of Funds
(See Instructions)
|
|
|
OO
|
|
5.
|
Check if
Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
|
☐
|
|
|
Not
Applicable
|
|
6.
|
Citizenship or
Place of Organization
|
|
|
Delaware
|
|
Number of Shares
Beneficially Owned by Each Reporting Person With
|
7.
|
Sole Voting
Power
|
|
|
0
|
|
8.
|
Shared Voting
Power
|
|
|
1,877
|
|
9.
|
Sole Dispositive
Power
|
|
|
0
|
|
10.
|
Shared
Dispositive Power
|
|
|
1,877
|
|
11.
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
|
|
|
1,877
|
|
12.
|
Check if the
Aggregate Amount in Row (11) Excludes Certain Shares
|
□
|
|
13.
|
Percent of
Class Represented by Amount in Row (11)
|
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|
**
|
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14.
|
Type of
Reporting Person
|
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OO
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**Less than
1%.
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CUSIP No. 03940F103
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Page 9 of 24
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1.
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Name of
Reporting Person
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Ares Management
Holdings L.P.
|
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2.
|
Check the
Appropriate Box if a Member of a Group
|
|
|
(a) □
|
(b) X
|
|
3.
|
SEC Use
Only
|
|
4.
|
Source of Funds
(See Instructions)
|
|
|
OO
|
|
5.
|
Check if
Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
|
☐
|
|
|
Not
Applicable
|
|
6.
|
Citizenship or
Place of Organization
|
|
|
Delaware
|
|
Number of Shares
Beneficially Owned by Each Reporting Person With
|
7.
|
Sole Voting
Power
|
|
|
0
|
|
8.
|
Shared Voting
Power
|
|
|
1,877
|
|
9.
|
Sole Dispositive
Power
|
|
|
0
|
|
10.
|
Shared
Dispositive Power
|
|
|
1,877
|
|
11.
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
|
|
|
1,877
|
|
12.
|
Check if the
Aggregate Amount in Row (11) Excludes Certain Shares
|
□
|
|
13.
|
Percent of
Class Represented by Amount in Row (11)
|
|
|
**
|
|
14.
|
Type of
Reporting Person
|
|
|
PN
|
**Less than
1%.
|
CUSIP No. 03940F103
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Page 10 of 24
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1.
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Name of
Reporting Person
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Ares Holdco
LLC
|
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2.
|
Check the
Appropriate Box if a Member of a Group
|
|
|
(a) □
|
(b) X
|
|
3.
|
SEC Use
Only
|
|
4.
|
Source of Funds
(See Instructions)
|
|
|
OO
|
|
5.
|
Check if
Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
|
☐
|
|
|
Not
Applicable
|
|
6.
|
Citizenship or
Place of Organization
|
|
|
Delaware
|
|
Number of Shares
Beneficially Owned by Each Reporting Person With
|
7.
|
Sole Voting
Power
|
|
|
0
|
|
8.
|
Shared Voting
Power
|
|
|
1,877
|
|
9.
|
Sole Dispositive
Power
|
|
|
0
|
|
10.
|
Shared
Dispositive Power
|
|
|
1,877
|
|
11.
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
|
|
|
1,877
|
|
12.
|
Check if the
Aggregate Amount in Row (11) Excludes Certain Shares
|
□
|
|
13.
|
Percent of
Class Represented by Amount in Row (11)
|
|
|
**
|
|
14.
|
Type of
Reporting Person
|
|
|
OO
|
**Less than
1%.
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CUSIP No. 03940F103
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Page 11 of 24
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1.
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Name of
Reporting Person
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Ares Management
Corp.
|
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2.
|
Check the
Appropriate Box if a Member of a Group
|
|
|
(a) □
|
(b) X
|
|
3.
|
SEC Use
Only
|
|
4.
|
Source of Funds
(See Instructions)
|
|
|
OO
|
|
5.
|
Check if
Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
|
☐
|
|
|
Not
Applicable
|
|
6.
|
Citizenship or
Place of Organization
|
|
|
Delaware
|
|
Number of Shares
Beneficially Owned by Each Reporting Person With
|
7.
|
Sole Voting
Power
|
|
|
0
|
|
8.
|
Shared Voting
Power
|
|
|
1,877
|
|
9.
|
Sole Dispositive
Power
|
|
|
0
|
|
10.
|
Shared
Dispositive Power
|
|
|
1,877
|
|
11.
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
|
|
|
1,877
|
|
12.
|
Check if the
Aggregate Amount in Row (11) Excludes Certain Shares
|
□
|
|
13.
|
Percent of
Class Represented by Amount in Row (11)
|
|
|
**
|
|
14.
|
Type of
Reporting Person
|
|
|
CO
|
**Less than
1%.
|
CUSIP No. 03940F103
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Page 12 of 24
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1.
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Name of
Reporting Person
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|
Ares Voting
LLC
|
|
2.
|
Check the
Appropriate Box if a Member of a Group
|
|
|
(a) □
|
(b) X
|
|
3.
|
SEC Use
Only
|
|
4.
|
Source of Funds
(See Instructions)
|
|
|
OO
|
|
5.
|
Check if
Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
|
☐
|
|
|
Not
Applicable
|
|
6.
|
Citizenship or
Place of Organization
|
|
|
Delaware
|
|
Number of Shares
Beneficially Owned by Each Reporting Person With
|
7.
|
Sole Voting
Power
|
|
|
0
|
|
8.
|
Shared Voting
Power
|
|
|
1,877
|
|
9.
|
Sole Dispositive
Power
|
|
|
0
|
|
10.
|
Shared
Dispositive Power
|
|
|
1,877
|
|
11.
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
|
|
|
1,877
|
|
12.
|
Check if the
Aggregate Amount in Row (11) Excludes Certain Shares
|
□
|
|
13.
|
Percent of
Class Represented by Amount in Row (11)
|
|
|
**
|
|
14.
|
Type of
Reporting Person
|
|
|
OO
|
**Less than
1%.
|
CUSIP No. 03940F103
|
Page 13 of 24
|
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1.
|
Name of
Reporting Person
|
|
|
Ares Management
GP LLC
|
|
2.
|
Check the
Appropriate Box if a Member of a Group
|
|
|
(a) □
|
(b) X
|
|
3.
|
SEC Use
Only
|
|
4.
|
Source of Funds
(See Instructions)
|
|
|
OO
|
|
5.
|
Check if
Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
|
☐
|
|
|
Not
Applicable
|
|
6.
|
Citizenship or
Place of Organization
|
|
|
Delaware
|
|
Number of Shares
Beneficially Owned by Each Reporting Person With
|
7.
|
Sole Voting
Power
|
|
|
0
|
|
8.
|
Shared Voting
Power
|
|
|
1,877
|
|
9.
|
Sole Dispositive
Power
|
|
|
0
|
|
10.
|
Shared
Dispositive Power
|
|
|
1,877
|
|
11.
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
|
|
|
1,877
|
|
12.
|
Check if the
Aggregate Amount in Row (11) Excludes Certain Shares
|
□
|
|
13.
|
Percent of
Class Represented by Amount in Row (11)
|
|
|
**
|
|
14.
|
Type of
Reporting Person
|
|
|
OO
|
**Less than
1%.
|
CUSIP No. 03940F103
|
Page 14 of 24
|
|
1.
|
Name of
Reporting Person
|
|
|
Ares Partners
Holdco LLC
|
|
2.
|
Check the
Appropriate Box if a Member of a Group
|
|
|
(a) □
|
(b) X
|
|
3.
|
SEC Use
Only
|
|
4.
|
Source of Funds
(See Instructions)
|
|
|
OO
|
|
5.
|
Check if
Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
|
☐
|
|
|
Not
Applicable
|
|
6.
|
Citizenship or
Place of Organization
|
|
|
Delaware
|
|
Number of Shares
Beneficially Owned by Each Reporting Person With
|
7.
|
Sole Voting
Power
|
|
|
0
|
|
8.
|
Shared Voting
Power
|
|
|
1,877
|
|
9.
|
Sole Dispositive
Power
|
|
|
0
|
|
10.
|
Shared
Dispositive Power
|
|
|
1,877
|
|
11.
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
|
|
|
1,877
|
|
12.
|
Check if the
Aggregate Amount in Row (11) Excludes Certain Shares
|
□
|
|
13.
|
Percent of
Class Represented by Amount in Row (11)
|
|
|
**
|
|
14.
|
Type of
Reporting Person
|
|
|
OO
|
**Less than
1%.
|
CUSIP No. 03940F103
|
Page 15 of 24
|
This
Amendment No. 6 (this “Amendment No. 6”) to the statement on
Schedule 13D amends and supplements the statement on Schedule 13D
filed by the Reporting Persons on September 27, 2021 (the “Original
Schedule 13D”), as amended by Amendment No. 1 to the Original
Schedule 13D filed by the Reporting Persons on November 8, 2021,
Amendment No. 2 to the Original Schedule 13D filed by the Reporting
Persons on November 24, 2021, Amendment No. 3 to the Original
Schedule 13D filed by the Reporting Persons on December 13, 2021,
Amendment No. 4 to the Original Schedule 13D filed by the Reporting
Persons on December 15, 2021 and Amendment No. 5 to the Original
Schedule 13D filed by the Reporting Persons on January 3, 2022
(“Amendment No. 5” and collectively with all previous amendments,
the “13D Filing” and, together with this Amendment No. 6, the
“Schedule 13D”). Except as amended in this Amendment No. 6, the 13D
Filing remains in full force and effect. Terms defined in the 13D
Filing are used in this Amendment No. 6 as so defined, unless
otherwise defined in this Amendment No. 6.
Item 1.
Item 1
of the 13D Filing is hereby amended by deleting the second, third
and fourth paragraphs thereunder.
Item 4. Purpose of Transaction.
Item 4
of the Schedule 13D Filing is hereby amended to include the
following information:
On
March 22, 2022, Archaea Energy Inc. (the “Issuer”), Aria RES, as
the selling stockholder (the “Selling Stockholder”), and Barclays
Capital Inc. and Jefferies LLC, as representatives of the
underwriters listed on Schedule I to the Underwriting Agreement (as
defined below) (the “Underwriters”), entered into an underwriting
agreement (the “Underwriting Agreement”) with respect to, among
other things, the sale by Aria RES of up to 14,962,643 shares of
Class A Common Stock, par value $0.0001 per share, of the Issuer
pursuant to the Underwriting Agreement (the “Underwritten
Offering”). Pursuant to the Underwriting Agreement, the Selling
Stockholder agreed to sell 12,933,603 shares of Class A Common
Stock to the Underwriters at a price of $17.04 per share (net of
underwriting discounts and commissions). In addition, pursuant to
the Underwriting Agreement, the Selling Stockholder granted the
Underwriters an option to purchase up to an additional 1,949,040
shares of Class A Common Stock within 30 days following the date of
the prospectus supplement relating to the Underwritten Offering at
a price of $17.04 per share (net of underwriting discounts and
commissions), which option was exercised by the Underwriters in
full. The foregoing description of the Underwriting Agreement is
qualified in its entirety by reference to the full text of the
Underwriting Agreement, a copy of which is filed as Exhibit 15
hereto, and is incorporated by reference into this Item 4.
|
CUSIP No. 03940F103
|
Page 16 of 24
|
The
sale of the Class A Common Stock pursuant to the Underwriting
Agreement closed on March 25, 2022. Upon completion of the
Underwritten Offering, the Ares Investor (as defined in the
Stockholders’ Agreement), which includes the Reporting Persons, no
longer held at least 50% of the Registrable Securities (as defined
in the Stockholders’ Agreement) held by it on the Closing Date (as
defined in the Stockholders’ Agreement). As a result, the Ares
Investor no longer has board designation rights pursuant to the
Stockholders’ Agreement and the term of the director designated by
the Ares Investor to serve on the Board automatically ended. In
addition, all unvested RSUs held by the director were automatically
terminated and forfeited.
In
connection with the Underwriting Agreement, on March 22, 2022, each
of the Selling Stockholder, certain other stockholders and the
directors and executive officers of the Issuer (collectively, the
“Lock-Up Parties”) entered into a lock-up agreement with the
Underwriters (the “Lock-Up Agreement”). Pursuant to the terms of
the Lock-Up Agreement, the Selling Stockholder has agreed, with
certain limited exceptions, not to (1) offer for sale, sell,
pledge, or otherwise dispose of (or enter into any transaction or
device that is designed to, or would be expected to, result in the
disposition by any person at any time in the future of) any shares
of Class A Common Stock (including, without limitation, shares of
Class A Common Stock that may be deemed to be beneficially owned by
the Selling Stockholder in accordance with the rules and
regulations of the Securities and Exchange Commission (the “SEC”)
and shares of Class A Common Stock that may be issued upon exercise
of any options or warrants) or securities convertible into or
exercisable or exchangeable for Class A Common Stock, except sales
of the Class A Common Stock pursuant to the Underwriting Agreement,
(2) enter into any swap or other derivatives transaction that
transfers to another, in whole or in part, any of the economic
benefits or risks of ownership of shares of Class A Common Stock,
whether any such transaction described in clause (1) or (2) above
is to be settled by delivery of Class A Common Stock or other
securities, in cash or otherwise, (3) make any demand for the
filing of or exercise any right or cause to be confidentially
submitted or filed, a registration statement, including any
amendments thereto, with respect to the registration of any shares
of Class A Common Stock or securities convertible into or
exercisable or exchangeable for Class A Common Stock or any other
securities of the Issuer, except for any registration on Form S-8,
or any demands or requests for, exercises of any right with respect
to, or taking of any action in preparation of, the registration by
the Issuer under the Securities Act of 1933, as amended (the
“Securities Act”), of a Lock-Up Party’s shares of Class A Common
Stock, provided that no transfer of the Lock-Up Party’s shares of
Class A Common Stock registered pursuant to the exercise of any
such right and no registration statement shall be filed under the
Securities Act with respect to any of the Lock-Up Party’s shares of
Class A Common Stock during the Lock-Up Period (as defined below),
or (4) publicly disclose the intention to do any of the foregoing
for a period commencing on the date of the prospectus relating to
the Underwritten Offering and ending on the 45th day after such
date (the “Lock-Up Period”). The foregoing description of the
Lock-Up Agreement is qualified in its entirety by reference to the
full text of the Form of the Lock-Up Agreement, a copy of which is
filed as Exhibit 16 hereto, and is incorporated by reference into
this Item 4.
Item 5. Interest in
Securities of the Issuer
Item 5
of the 13D Filing is hereby amended and restated in its entirety as
follows:
The
information set forth or incorporated by reference in Items 2 and 6
of the Schedule 13D is incorporated by reference in this Item
5.
The
aggregate percentage of shares of Class A Common Stock that the
Reporting Persons may be deemed to beneficially own is determined
in accordance with the rules of the SEC and is based on 80,189,841
shares of Class A Common Stock outstanding as of the date of this
filing, which consists of 65,247,198 shares of Class A Common Stock
outstanding as of March 4, 2022, as reported in the Issuer’s Annual
Report on Form 10-K filed with the SEC on March 18, 2022, and
14,942,643 shares of Class A Common Stock issued in exchange for
the same number of LFG Class A Units beneficially owned by the
Reporting Persons in the aggregate in connection with the
Underwritten Offering.
|
CUSIP No. 03940F103
|
Page 17 of 24
|
(a)
and (b)
As of
the date of this filing, each of Ares Management LLC, Ares
Management Holdings, Ares Holdco, Ares Management, Ares Voting,
Ares Management GP and Ares Partners (collectively, the “Ares
Management Entities”) beneficially own 1,877 shares of Class A
Common Stock held directly by Ares Management LLC. The percentage
of Class A Common Stock beneficially owned by each of the Ares
Management Entities is less than 1% of the outstanding shares of
Class A Common Stock as of the date of this filing. Each of the
Ares Entities, as a result of the relationships described in Item
2, may be deemed to directly or indirectly beneficially own the
shares of Class A Common Stock held by Ares Management LLC.
Other
than as described in the immediately preceding paragraph, none of
the Reporting Persons beneficially own any other shares of Class A
Common Stock as a result of the Underwritten Offering.
(c)
Except in connection with the Underwritten Offering, none of the
Reporting Persons has effected any transaction related to the
Common Stock during the past 60 days.
(d)
Except as otherwise described in this Schedule 13D, no other person
has the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, securities
covered by this Schedule 13D.
(e) As
of March 25, 2022, none of the Reporting Persons hold or
beneficially own shares of Class A Common Stock representing 5.0%
or more of the outstanding shares of Class A Common Stock.
Item 6. Contracts,
Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
Item 6
of the 13D Filing is hereby amended to add the following:
The
information set forth in Item 4 above is hereby incorporated by
reference into this Item 6.
Item 7. Material to be Filed as Exhibits.
The
information contained in Item 7 of the 13D Filing is hereby amended
and supplemented by adding the following:
|
CUSIP No. 03940F103
|
Page 18 of 24
|
|
16.
|
|
|
99.1
|
Joint Filing
Agreement, dated as of March 28, 2022, by and among the Reporting
Persons.
|
|
CUSIP No. 03940F103
|
Page 19 of 24
|
SIGNATURES
After reasonable inquiry and to the best of its knowledge and
belief, the undersigned hereby certify that the information
set forth in this statement is true, complete and correct.
Date:
March 28, 2022
| |
Aria Renewable
Energy Systems LLC
|
| |
|
| |
/s/ Noah Ehrenpreis
|
| |
By: Noah
Ehrenpreis
|
| |
Its: Vice
President
|
| |
|
| |
|
| |
United States
Power Fund III, L.P.
|
| |
By: EIF US Power
III, LLC, its general partner
|
| |
By: Ares EIF
Management, LLC, its managing member
|
| |
|
| |
/s/ Noah Ehrenpreis
|
| |
By: Noah
Ehrenpreis
|
| |
Its: Vice
President
|
| |
|
| |
|
| |
EIF US Power
III, LLC
|
| |
By: Ares EIF
Management, LLC, its managing member
|
| |
|
| |
/s/ Noah Ehrenpreis
|
| |
By: Noah
Ehrenpreis
|
| |
Its: Vice
President
|
| |
|
| |
|
| |
EIF United
States Power Fund IV, L.P.
|
| |
By: EIF US Power
IV, LLC, its general partner
|
| |
By: Ares EIF
Management, LLC, its managing member
|
| |
|
| |
/s/ Noah Ehrenpreis
|
| |
By: Noah
Ehrenpreis
|
| |
Its: Vice
President
|
| |
|
| |
|
|
CUSIP No. 03940F103
|
Page 20 of 24
|
| |
|
| |
|
| |
EIF US Power IV,
LLC
|
| |
By: Ares EIF
Management, LLC, its managing member
|
| |
|
| |
/s/ Noah Ehrenpreis
|
| |
By: Noah
Ehrenpreis
|
| |
Its: Vice
President
|
| |
|
| |
|
| |
|
| |
Ares EIF
Management LLC
|
| |
|
| |
/s/ Noah Ehrenpreis
|
| |
By: Noah
Ehrenpreis
|
| |
Its: Vice
President
|
| |
|
| |
|
| |
|
| |
Ares Management
LLC
|
| |
|
| |
/s/ Naseem Sagati Aghili
|
| |
By: Naseem
Sagati Aghili
|
| |
Its:
Authorized Signatory
|
| |
|
| |
|
| |
|
| |
Ares Management
Holdings L.P.
|
| |
By: Ares Holdco
LLC, its general partner
|
| |
|
| |
/s/ Naseem Sagati Aghili
|
| |
By: Naseem
Sagati Aghili
|
| |
Its:
Authorized Signatory
|
| |
|
| |
|
| |
|
| |
Ares Holdco
LLC
|
| |
|
| |
/s/ Naseem Sagati Aghili
|
| |
By: Naseem
Sagati Aghili
|
| |
Its:
Authorized Signatory
|
| |
|
| |
|
| |
|
|
CUSIP No. 03940F103
|
Page 21 of 24
|
| |
|
| |
|
| |
|
| |
Ares Management
Corporation
|
| |
|
| |
/s/ Naseem Sagati Aghili
|
| |
By: Naseem
Sagati Aghili
|
| |
Its:
Authorized Signatory
|
| |
|
| |
|
| |
Ares Voting
LLC
|
| |
By: Ares
Partners Holdco LLC, its sole member
|
| |
|
| |
/s/ Naseem Sagati Aghili
|
| |
By: Naseem
Sagati Aghili
|
| |
Its:
Authorized Signatory
|
| |
|
| |
|
| |
Ares Management
GP LLC
|
| |
|
| |
/s/ Naseem Sagati Aghili
|
| |
By: Naseem
Sagati Aghili
|
| |
Its:
Authorized Signatory
|
| |
|
| |
|
| |
Ares Partners
Holdco LLC
|
| |
|
| |
/s/ Naseem Sagati Aghili
|
| |
By: Naseem
Sagati Aghili
|
| |
Its:
Authorized Signatory
|
