Sec Form 4 Filing - ARES MANAGEMENT LLC @ Archaea Energy Inc. - 2022-03-25

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)
03/25/2022
(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 B Common Stock 03/25/2022 J( 1 )( 2 ) 14,942,643 D $ 0 0 D( 3 )( 4 )( 5 )( 6 )
Class A Common Stock 03/25/2022 C( 1 )( 2 ) 14,942,643 A $ 0 14,942,643 D( 3 )( 4 )( 5 )( 6 )
Class A Common Stock 03/25/2022 S( 1 )( 2 ) 14,942,643 D $ 17.04 1,877( 3 ) 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
LFG Class A Units ( 1 )( 2 ) 03/25/2022 C( 1 )( 2 ) 14,942,643 ( 1 )( 2 ) ( 1 )( 2 ) Class A Common Stock 14,942,643 $ 0 0 D( 3 )( 4 )( 5 )( 6 )
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 LLC By: /s/ Naseem Sagati Aghili, Authorized Signatory 03/28/2022
Signature of Reporting Person Date
Ares Management Holdings L.P. By: Ares Holdco LLC, its general partner By: /s/ Naseem Sagati Aghili, Authorized Signatory 03/28/2022
Signature of Reporting Person Date
Ares Holdco LLC By: /s/ Naseem Sagati Aghili, Authorized Signatory 03/28/2022
Signature of Reporting Person Date
Ares Management Corp. By: /s/ Naseem Sagati Aghili, Authorized Signatory 03/28/2022
Signature of Reporting Person Date
Ares Voting LLC By: Ares Partners Holdco LLC, its sole member By: /s/ Naseem Sagati Aghili, Authorized Signatory 03/28/2022
Signature of Reporting Person Date
Ares Management GP LLC By: /s/ Naseem Sagati Aghili, Authorized Signatory 03/28/2022
Signature of Reporting Person Date
Ares Partners Holdco LLC By: /s/ Naseem Sagati Aghili, Authorized Signatory 03/28/2022
Signature of Reporting Person Date
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"). Ares Management LLC is the sole member of Ares EIF Management LLC, which is the managing member of EIF US Power III, LLC and EIF US Power IV, LLC. EIF US Power III, LLC and EIF US Power IV, LLC are the general partner of two funds, respectively, which indirectly manage Aria RES, (continued in next footnote)
( 2 )and therefore the Reporting Persons (as defined below) may be deemed to beneficially own such shares. See Form 4 filed with the Securities and Exchange Commission by Aria RES and certain other reporting persons on March 28, 2022 and footnotes 3, 4, 5 and 6 below.
( 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 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.

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.

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.