0001213900-22-083203.txt : 20221228 0001213900-22-083203.hdr.sgml : 20221228 20221228153633 ACCESSION NUMBER: 0001213900-22-083203 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20221228 FILED AS OF DATE: 20221228 DATE AS OF CHANGE: 20221228 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Bellah Chad CENTRAL INDEX KEY: 0001882989 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39644 FILM NUMBER: 221494256 MAIL ADDRESS: STREET 1: C/O RICE ACQUISITION STREET 2: 500 TECHNOLOGY DRIVE, 2ND FLOOR CITY: CANONSBURG STATE: PA ZIP: 15317 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Archaea Energy Inc. CENTRAL INDEX KEY: 0001823766 STANDARD INDUSTRIAL CLASSIFICATION: GAS & OTHER SERVICES COMBINED [4932] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 4444 WESTHEIMER ROAD STREET 2: SUITE G450 CITY: HOUSTON STATE: TX ZIP: 77027 BUSINESS PHONE: (346) 708-8272 MAIL ADDRESS: STREET 1: 4444 WESTHEIMER ROAD STREET 2: SUITE G450 CITY: HOUSTON STATE: TX ZIP: 77027 FORMER COMPANY: FORMER CONFORMED NAME: Rice Acquisition Corp. DATE OF NAME CHANGE: 20200904 4 1 ownership.xml X0306 4 2022-12-28 1 0001823766 Archaea Energy Inc. LFG 0001882989 Bellah Chad 4444 WESTHEIMER ROAD, SUITE G450 HOUSTON TX 77027 0 1 0 0 Chief Accounting Officer Class A Common Stock 2022-12-28 4 D 0 17942 D 0 D Reflects all restricted stock units ("RSUs") and all performance-based restricted stock units ("PSUs") (assuming achievement at target performance) of the Issuer held by the Reporting Person immediately prior to the Effective Time (as defined below). Pursuant to the Agreement and Plan of Merger, dated October 16, 2022 (the "Merger Agreement"), by and among the Issuer, LFG Acquisition Holdings LLC ("Opco"), BP Products North America Inc. ("Parent"), Condor RTM Inc. ("Merger Sub") and Condor RTM LLC ("Opco Merger Sub"), Merger Sub merged with and into the Issuer, with the Issuer surviving as a wholly owned subsidiary of Parent (the "Issuer Merger"), and Opco Merger Sub merged with and into Opco, with Opco continuing as the surviving company and a wholly owned subsidiary of Parent (the "Opco Merger"). Pursuant to the Merger Agreement, 50% of the RSUs and PSUs reported hereby (each, a "Deemed Vested RSU" or a "Deemed Vested PSU," respectively) were, at the effective time of the Issuer Merger (the "Effective Time"), automatically canceled and converted into the right to receive an amount in cash (without interest and subject to applicable withholding taxes) equal to the product of (i) the total number of shares of the Issuer's Class A common stock, par value $0.0001 per share ("Class A Common Stock"), subject to such Deemed Vested RSU or such Deemed Vested PSU (with such Deemed Vested PSU being deemed achieved at maximum performance), respectively, as of immediately prior to the Effective Time, and (ii) $26.00. Pursuant to the Merger Agreement, each RSU reported hereby that was outstanding immediately prior to the Effective Time and not a Deemed Vested RSU (an "Unvested RSU") and each PSU reported hereby that was outstanding immediately prior to the Effective Time and not a Deemed Vested PSU (an "Unvested PSU") was, at the Effective Time, automatically canceled and converted into an award representing the right to receive an amount in cash (without interest and subject to applicable withholding taxes) equal to the product of (i) the total number of shares of Class A Common Stock subject to such Unvested RSU or such Unvested PSU (with such Unvested PSU being deemed achieved at maximum performance), respectively, as of immediately prior to the Effective Time (a "Deferred Cash RSU Award" or "Deferred Cash PSU Award," respectively), and (ii) $26.00. Each Deferred Cash RSU Award or Deferred Cash PSU Award will, subject to the holder's continued service with Parent or its affiliates through the applicable vesting dates, vest and be payable on the earlier of (i) the same time as the Unvested RSU or Unvested PSU for which the Deferred Cash RSU Award or Deferred Cash PSU Award, respectively, was exchanged would have vested and been payable pursuant to its service-based vesting schedule and (ii) December 28, 2023, in each case, subject to full accelerated vesting upon a termination of employment with Parent or its affiliates without "cause" or a resignation for "good reason." /s/ Mitchell Athey, as Attorney-in-Fact 2022-12-28