Sec Form 3 Filing - McCarthy Brian F @ Archaea Energy Inc. - 2022-03-01

FORM 3 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 McCarthy Brian F 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) Chief Investment Officer (Last) (First) (Middle) 4444 WESTHEIMER ROAD,, SUITE G450 3. Date of Earliest Transaction (MM/DD/YY) 03/01/2022 (Street) HOUSTON, TX77027 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 12,000( 1 ) D Class B Common Stock 530,855( 2 ) I By McCarthy Biogas Holdings LLC( 3 )

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 ( 4 ) ( 4 ) ( 4 ) Class A Common Stock 530,855( 2 ) I By McCarthy Biogas Holdings LLC( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other McCarthy Brian F 4444 WESTHEIMER ROAD, SUITE G450 HOUSTON, TX77027 Chief Investment Officer Signatures /s/ Chad Bellah as Attorney-in-Fact 03/08/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Award of restricted stock units (3,000 of which will vest on March 15, 2022, 3,000 of which will vest on September 15, 2022 and 6,000 of which will vest on September 15, 2023). Each restricted stock unit represents a contingent right to receive one share of the issuer's Class A common stock. ( 2 )On September 15, 2021, as a result of the consummation of the transactions 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). McCarthy Biogas Holdings LLC, as a member of Archaea Energy LLC, received 530,855 Opco Class A units and a corresponding number of shares of the issuer's Class B common stock. ( 3 )McCarthy Biogas Holdings LLC is a limited liability company controlled by Mr. McCarthy. As such, Mr. McCarthy may be deemed to have beneficial ownership of the securities held of record by McCarthy Biogas Holdings LLC. Mr. McCarthy disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly. ( 4 )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.

Remarks: Exhibit List: Exhibit 24 - Power of Attorney

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).

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