Statement of Changes in Beneficial Ownership (4)
13 Mai 2022 - 10:41PM
Edgar (US Regulatory)
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FORM 4
[ ] Check this box if no longer subject to Section
16. Form 4 or Form 5 obligations may continue. See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL
OWNERSHIP OF SECURITIES
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OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5 |
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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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|
| 1. Name
and Address of Reporting Person * Walton
Richard |
2. Issuer Name and Ticker or Trading
Symbol Archaea Energy Inc. [ LFG ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)_____
Director _____
10% Owner
__X__ Officer (give title
below) _____ Other
(specify below)
President |
|
(Last)
(First)
(Middle)
4444 WESTHEIMER ROAD, SUITE G450 |
3. Date of Earliest Transaction (MM/DD/YYYY)
5/11/2022
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|
(Street)
HOUSTON, TX 77027
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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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. Trans. Date |
2A. Deemed Execution Date, if any |
3. Trans. 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 |
5/11/2022 |
|
J(1) |
|
261114 |
A |
$0.00 (1) |
261114 |
D |
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Class B Common Stock |
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|
|
|
|
|
|
1632864 |
I |
By Struan & Company, LLC (2) |
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Class B Common Stock |
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|
|
|
|
|
|
1592565 |
I |
By Green-Eyed Devil, LLC (3) |
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
|
1. Title of Derivate Security
(Instr. 3) |
2. Conversion or Exercise Price of Derivative
Security |
3. Trans. Date |
3A. Deemed Execution Date, if any |
4. Trans. 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 |
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 of Derivative Security: 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 |
(4) |
5/11/2022 |
|
J (1) |
|
261114 |
|
(4) |
(4) |
Class A Common Stock |
261114 |
$0.00 (1) |
261114 |
D |
|
|
Warrants |
$11.50 |
5/11/2022 |
|
J (1) |
|
421259 |
|
10/26/2021 |
9/15/2026 |
Class A Common Stock |
421259 |
$0.00 (1) |
421259 |
D |
|
|
Class A Units of LFG Acquisition Holdings
LLC |
(4) |
|
|
|
|
|
|
(4) |
(4) |
Class A Common Stock |
1632864 |
|
1632864 |
I |
By Struan & Company, LLC (2) |
|
Class A Units of LFG Acquisition Holdings
LLC |
(4) |
|
|
|
|
|
|
(4) |
(4) |
Class A Common Stock |
1592565 |
|
1592565 |
I |
By Green-Eyed Devil, LLC (3) |
| Explanation of
Responses: |
| (1) |
Represents receipt of the
reporting person's pro rata distribution of the securities of the
issuer held by Rice Acquisition Sponsor LLC ("Sponsor") 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 Sponsor
or its members. |
| (2) |
Mr. Walton serves as manager
of Struan & Company, LLC. As such, Mr. Walton may be deemed to
have beneficial ownership of the securities held of record by
Struan & Company, LLC. Mr. Walton disclaims any beneficial
ownership of the reported shares other than to the extent of any
pecuniary interest he may have therein, directly or
indirectly. |
| (3) |
Green Eyed Devil, LLC is a
limited liability company controlled by Mr. Walton. As such, Mr.
Walton may be deemed to have beneficial ownership of the securities
held of record by Green Eyed Devil, LLC. Mr. Walton disclaims any
beneficial ownership of the reported shares other than to the
extent of any pecuniary interest he may have therein, directly or
indirectly. |
| (4) |
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. |
Reporting
Owners
|
|
Reporting Owner Name / Address |
Relationships
|
|
Director |
10% Owner |
Officer |
Other |
Walton Richard
4444 WESTHEIMER ROAD, SUITE G450
HOUSTON, TX 77027 |
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|
President |
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Signatures
|
|
/s/ Chad Bellah as
Attorney-in-Fact |
|
5/13/2022 |
| **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). |
| ** |
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 control number. |
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