Sec Form 4 Filing - ARES MANAGEMENT LLC @ Archaea Energy Inc. - 2021-12-29

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
ARES MANAGEMENT LLC
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)
(Last) (First) (Middle)
2000 AVENUE OF THE STARS, 12TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
12/29/2021
(Street)
LOS ANGELES, CA90067
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 A Common Stock 12/29/2021 A 1,877( 1 )( 2 ) A $ 0 14,944,520( 1 )( 2 ) D( 3 )( 4 )( 5 )( 6 )
Class A Common Stock 01/01/2022 A 6,838( 2 )( 7 ) A $ 0 14,951,358( 2 )( 7 ) D( 3 )( 4 )( 5 )( 6 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ARES MANAGEMENT LLC
2000 AVENUE OF THE STARS
12TH FLOOR
LOS ANGELES, CA90067
X X
Ares Management Holdings L.P.
2000 AVENUE OF THE STARS
12TH FLOOR
LOS ANGELES, CA90067
X X
Ares Holdco LLC
2000 AVENUE OF THE STARS
12TH FLOOR
LOS ANGELES, CA90067
X X
Ares Management Corp
2000 AVENUE OF THE STARS
12TH FLOOR
LOS ANGELES, CA90067
X X
Ares Voting LLC
2000 AVENUE OF THE STARS
12TH FLOOR
LOS ANGELES, CA90067
X X
Ares Management GP LLC
2000 AVENUE OF THE STARS
12TH FLOOR
LOS ANGELES, CA90067
X X
Ares Partners Holdco LLC
2000 AVENUE OF THE STARS
12TH FLOOR
LOS ANGELES, CA90067
X X
Signatures
Ares Management LLCBy: /s/ Naseem Sagati Aghili, Authorized Signatory 01/03/2022
Signature of Reporting Person Date
Ares Management Holdings L.P. By: Ares Holdco LLC, its general partner By: /s/ Naseem Sagati Aghili, Authorized Signatory 01/03/2022
Signature of Reporting Person Date
Ares Holdco LLC By: /s/ Naseem Sagati Aghili, Authorized Signatory 01/03/2022
Signature of Reporting Person Date
Ares Management Corp. By: /s/ Naseem Sagati Aghili, Authorized Signatory Aria Renewable Energy Systems LLC By: /s/ Noah Ehrenpreis, Vice President 01/03/2022
Signature of Reporting Person Date
Ares Voting LLC By: Ares Partners Holdco LLC, its sole member By: /s/ Naseem Sagati Aghili, Authorized Signatory 01/03/2022
Signature of Reporting Person Date
Ares Management GP LLC By: /s/ Naseem Sagati Aghili, Authorized Signatory 01/03/2022
Signature of Reporting Person Date
Ares Partners Holdco LLC By: /s/ Naseem Sagati Aghili, Authorized Signatory 01/03/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents 1,877 restricted stock units granted to Scott Parkes, principal at Ares Management LLC, as a director of Archaea Energy Inc. (the "Issuer"). Each restricted stock unit represents the right to receive one share of the Issuer's Class A Common Stock, par value $0.0001 per share ("Class A Common Stock"), upon vesting. Vesting of the restricted stock units occurred on January 1, 2022, and 1,877 shares of Class A Common Stock were issued to Ares Management LLC. Such grant is exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), in reliance on Rule 16b-3(d).
( 2 )Ares Management LLC, on behalf of its affiliated funds, investment vehicles and/or managed accounts, designated Mr. Parkes to be appointed to the Issuer's board of directors on September 15, 2021. Pursuant to an agreement between Ares Management LLC and Mr. Parkes, Mr. Parkes has agreed to pay Ares Management LLC all of his director compensation, and has instructed the Issuer to pay all such compensation directly to Ares Management LLC. Accordingly, Ares Management LLC is the direct holder of the 1,877 shares of Class A Common Stock, which vested on January 1, 2022, and the 6,838 restricted stock units granted to Mr. Parkes on January 1, 2022.
( 3 )This statement is being filed jointly by (i) Ares Management LLC, (ii) Ares Management Holdings L.P. ("Ares Management Holdings"), (iii) Ares Holdco LLC ("Ares Holdco"), (iv) Ares Management Corp. ("Ares Management"), (v) Ares Management GP LLC ("Ares Management GP"), (vi) Ares Voting LLC ("Ares Voting"), and (vii) Ares Partners Holdco LLC ("Ares Partners") (collectively, the "Reporting Persons"). These shares are directly held by Ares Management LLC. The Reporting Persons may be deemed to beneficially own, these shares by reason of the direct or indirect beneficial ownership of such shares.
( 4 )The sole member of Ares Management LLC is Ares Management Holdings and the general partner of Ares Management Holdings is Ares Holdco. The sole member of Ares Holdco is Ares Management. Ares Management GP is the sole holder of Class B common stock, $0.01 par value per share, of Ares Management and Ares Voting is the sole holder of Class C common stock, $0.01 par value per share, of Ares Management. (continued in next footnote)
( 5 )Pursuant to Ares Management's Certificate of Incorporation, the holders of Ares Management's Class B common stock and Class C common stock, collectively, will generally have the majority of the votes on any matter submitted to the stockholders of Ares Management if certain conditions are met. The sole member of both Ares Management GP and Ares Voting is Ares Partners (together with Ares Management LLC, Ares Management Holdings, Ares Holdco, Ares Management, Ares Management GP and Ares Voting, the "Ares Entities"). Ares Partners is managed by a board of managers, which is composed of Michael Arougheti, Ryan Berry, R. Kipp deVeer, David Kaplan, Antony Ressler and Bennett Rosenthal (collectively, the "Board Members"). Mr. Ressler generally has veto authority over Board Members' decisions.
( 6 )Each of the Ares Entities (other than Ares Management LLC with respect to the shares held directly), and the Board Members, and the other directors, officers, partners, stockholders, member and managers of the Ares Entities, 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.
( 7 )Represents 6,838 restricted stock units granted to Scott Parkes, principal at Ares Management LLC, as a director of the Issuer. Each restricted stock unit represents the right to receive one share of the Issuer's Class A Common Stock upon vesting. Vesting of the restricted stock units will occur on January 1, 2023, subject to Mr. Parkes' continuous board service through that date. Such grant is exempt from Section 16(b) of the Exchange Act, in reliance on Rule 16b-3(d).

Remarks:
Ares Management LLC and its affiliates designated Scott Parkes to be appointed to the board of directors of the Issuer, and Mr. Parkes became a director effective September 15, 2021. Accordingly, Ares Management LLC and its affiliates listed hereon may be deemed to be a director by deputization for purposes of Section 16 of the Exchange Act.

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 Number.