Sec Form 4 Filing - Walton Richard @ Archaea Energy Inc. - 2021-09-15

Insider filing report for Changes in Beneficial Ownership
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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
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1. Name and Address of Reporting Person
Walton Richard
2. Issuer Name and Ticker or Trading Symbol
Archaea Energy Inc. [ LFG]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President
(Last) (First) (Middle)
500 TECHNOLOGY DRIVE SECOND FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
09/15/2021
(Street)
CANONSBURG, PA15317
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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 09/15/2021 A 50,000 A $ 10 ( 1 ) 50,000 I By Green Eyed Devil, LLC ( 2 )
Class B Common Stock 09/15/2021 A 1,632,864 A 1,632,864 I By Struan & Company, LLC ( 4 )
Class B Common Stock 09/15/2021 A 1,592,565 A 1,592,565 I By Green Eyed Devil ( 2 )
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
Class A Units of LFG Acquisition Holdings LLC ( 6 ) 09/15/2021 A( 3 )( 4 ) 1,632,864 ( 6 ) ( 6 ) Class A Common Stock 1,632,864 ( 6 ) 1,632,864 I By Struan & Company, LLC ( 4 )
Class A Units of LFG Acquisition Holdings LLC ( 6 ) 09/15/2021 A( 3 )( 5 ) 1,592,565 ( 6 ) ( 6 ) Class A Common Stock 1,592,565 ( 6 ) 1,592,565 I By Green Eyed Devil, LLC ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Walton Richard
500 TECHNOLOGY DRIVE SECOND FLOOR
CANONSBURG, PA15317
President
Signatures
/s/ Lindsay Ellis as Attorney-in-Fact 09/17/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )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.
( 2 )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.
( 3 )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).
( 4 )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.
( 5 )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).
( 6 )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.

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