0001213900-21-048631.txt : 20210917 0001213900-21-048631.hdr.sgml : 20210917 20210917170732 ACCESSION NUMBER: 0001213900-21-048631 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210915 FILED AS OF DATE: 20210917 DATE AS OF CHANGE: 20210917 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Walton Richard CENTRAL INDEX KEY: 0001883236 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39644 FILM NUMBER: 211261192 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: 500 TECHNOLOGY DRIVE STREET 2: 2ND FLOOR CITY: CANONSBURG STATE: PA ZIP: 15317 BUSINESS PHONE: (713) 446-6259 MAIL ADDRESS: STREET 1: 500 TECHNOLOGY DRIVE STREET 2: 2ND FLOOR CITY: CANONSBURG STATE: PA ZIP: 15317 FORMER COMPANY: FORMER CONFORMED NAME: Rice Acquisition Corp. DATE OF NAME CHANGE: 20200904 4 1 ownership.xml X0306 4 2021-09-15 0 0001823766 Archaea Energy Inc. LFG 0001883236 Walton Richard 500 TECHNOLOGY DRIVE SECOND FLOOR CANONSBURG PA 15317 0 1 0 0 President Class A Common Stock 2021-09-15 4 A 0 50000 10.00 A 50000 I By Green Eyed Devil, LLC Class B Common Stock 2021-09-15 4 A 0 1632864 A 1632864 I By Struan & Company, LLC Class B Common Stock 2021-09-15 4 A 0 1592565 A 1592565 I By Green Eyed Devil Class A Units of LFG Acquisition Holdings LLC 2021-09-15 4 A 0 1632864 A Class A Common Stock 1632864 1632864 I By Struan & Company, LLC Class A Units of LFG Acquisition Holdings LLC 2021-09-15 4 A 0 1592565 A Class A Common Stock 1592565 1592565 I By Green Eyed Devil, LLC On April 7, 2021, the issuer (f/k/a Rice Acquisition Corp.) entered into subscription agreements with certain investors (the "PIPE Investors") pursuant to which the PIPE Investors agreed to purchase shares of the issuer's Class A common stock for $10.00 per share in connection with, and conditioned upon, the substantially concurrent consummation of certain transactions, including the Business Combination (as defined below). As one of the PIPE Investors, on September 15, 2021, Green Eyed Devil, LLC acquired 50,000 shares of the issuer's Class A common stock for $10.00 per share. 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. On September 15, 2021, as a result of the consummation of the transactions (the "Business Combination") contemplated by that certain Business Combination Agreement, dated April 7, 2021 and subsequently amended on May 12, 2021, by and among the issuer, LFG Acquisition Holdings LLC (f/k/a Rice Acquisition Holdings LLC) ("Opco"), Archaea Energy LLC, Archaea Energy II LLC ("Archaea II") and the other parties thereto, in exchange for the equity interests of Archaea II, which were cancelled, Archaea Energy LLC and its members received Opco Class A units and a corresponding number of shares of the issuer's Class B common stock (which together are exchangeable into shares of the issuer's Class A Common Stock on a one-for-one basis). As a result of the Business Combination, Struan & Company, LLC, as a member of Archaea Energy LLC, received 1,632,864 Opco Class A units and a corresponding number of shares of the issuer's Class B common stock (which together are exchangeable into shares of the issuer's Class A Common Stock on a one-for-one basis). 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. As a result of the Business Combination, Green Eyed Devil, LLC, as a member of Archaea Energy LLC, received 1,592,565 Opco Class A units and a corresponding number of shares of the issuer's Class B common stock (which together are exchangeable into shares of the issuer's Class A Common Stock on a one-for-one basis). The Opco Class A Units (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. /s/ Lindsay Ellis as Attorney-in-Fact 2021-09-17