SEC Form 4
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*
Aria Renewable Energy Systems LLC

(Last) (First) (Middle)
2000 AVENUE OF THE STARS
12TH FLOOR

(Street)
LOS ANGELES CA 90067

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Archaea Energy Inc. [ LFG ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
03/25/2022
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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. 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 03/25/2022 J(1) 14,942,643 D $0.00 0 D(2)(3)(4)(5)
Class A Common Stock 03/25/2022 C(1) 14,942,643 A $0.00 14,942,643 D(2)(3)(4)(5)
Class A Common Stock 03/25/2022 S(1) 14,942,643 D $17.04 0 D(2)(3)(4)(5)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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) 03/25/2022 C(1) 14,942,643 (1) (1) Class A Common Stock 14,942,643 $0.00 0 D(2)(3)(4)(5)
1. Name and Address of Reporting Person*
Aria Renewable Energy Systems LLC

(Last) (First) (Middle)
2000 AVENUE OF THE STARS
12TH FLOOR

(Street)
LOS ANGELES CA 90067

(City) (State) (Zip)
1. Name and Address of Reporting Person*
UNITED STATES POWER FUND III, L.P.

(Last) (First) (Middle)
C/O ARES MANAGEMENT LLC
THREE CHARLES RIVER PLACE, SUITE 101

(Street)
NEEDHAM MA 02494

(City) (State) (Zip)
1. Name and Address of Reporting Person*
EIF US Power III, LLC

(Last) (First) (Middle)
2000 AVENUE OF THE STARS
12TH FLOOR

(Street)
LOS ANGELES CA 90067

(City) (State) (Zip)
1. Name and Address of Reporting Person*
EIF United States Power Fund IV, L.P.

(Last) (First) (Middle)
C/O ARES MANAGEMENT LLC
THREE CHARLES RIVER PLACE, SUITE 101

(Street)
NEEDHAM MA 02494

(City) (State) (Zip)
1. Name and Address of Reporting Person*
EIF US Power IV, LLC

(Last) (First) (Middle)
2000 AVENUE OF THE STARS
12TH FLOOR

(Street)
LOS ANGELES CA 90067

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ARES EIF MANAGEMENT, LLC

(Last) (First) (Middle)
2000 AVENUE OF THE STARS
12TH FLOOR

(Street)
LOS ANGELES CA 90067

(City) (State) (Zip)
Explanation of Responses:
1. On March 25, 2022, 14,942,643 Class A Units of LFG Acquisition Holdings LLC ("OpCo"), a subsidiary of Archaea Energy Inc. (the "Issuer"), held by Aria Renewable Energy Systems LLC ("Aria RES"), were redeemed on a one-for-one basis for 14,942,643 shares of Class A Common Stock of the Issuer (the "Class A Redemption Shares") pursuant to a Redemption Notice from Aria RES dated March 14, 2022 and 14,942,643 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 March 25, 2022, the Class A Redemption Shares were sold by Aria RES pursuant to an underwritten public offering (the "Sale").
2. The Class A Redemption 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.
3. 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, and (vi) Ares EIF Management LLC (collectively, the "Reporting Persons").
4. 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. See Form 4 filed with the Securities and Exchange Commission by Ares Management LLC and certain other reporting persons on March 28, 2022.
5. Each of the Reporting Persons (other than Aria RES with respect to the shares held directly), and the other directors, officers, partners, stockholders, member and managers of the Reporting Persons, 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:
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 and certain other reporting persons had the right to designate one director for appointment or election to the Issuer's Board of Directors for so long as Aria RES, its affiliates and certain permitted transferees held at least 50% of the Registrable Securities (as defined in the Stockholders' Agreement) held by Aria RES on September 15, 2021. Aria RES designated Scott Parkes as a Board member. As a result of the Sale reported on this Form 4, Mr. Parkes' term as a member of the Issuer's Board automatically ended.
Aria Renewable Energy Systems LLC By: /s/ Noah Ehrenpreis, Vice President 03/28/2022
United States Power Fund III, L.P. By: EIF US Power III, LLC, its general partner By: Ares EIF Management, LLC, its managing member By: /s/ Noah Ehrenpreis, Vice President 03/28/2022
EIF US Power III, LLC By: Ares EIF Management, LLC, its managing member By: /s/ Noah Ehrenpreis, Vice President 03/28/2022
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 By: /s/ Noah Ehrenpreis, Vice President 03/28/2022
EIF US Power IV, LLC By: Ares EIF Management, LLC, its managing member By: /s/ Noah Ehrenpreis, Vice President 03/28/2022
Ares EIF Management LLC By: /s/ Noah Ehrenpreis, Vice President 03/28/2022
** 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).
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