0001209191-22-021399.txt : 20220328 0001209191-22-021399.hdr.sgml : 20220328 20220328214959 ACCESSION NUMBER: 0001209191-22-021399 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220325 FILED AS OF DATE: 20220328 DATE AS OF CHANGE: 20220328 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: EIF United States Power Fund IV, L.P. CENTRAL INDEX KEY: 0001494533 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39644 FILM NUMBER: 22777238 BUSINESS ADDRESS: STREET 1: C/O EIF, THREE CHARLES RIVER PLACE STREET 2: 63 KENDRICK STREET CITY: NEEDHAM STATE: MA ZIP: 02494 BUSINESS PHONE: 781-292-7000 MAIL ADDRESS: STREET 1: C/O EIF, THREE CHARLES RIVER PLACE STREET 2: 63 KENDRICK STREET CITY: NEEDHAM STATE: MA ZIP: 02494 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: UNITED STATES POWER FUND III, L.P. CENTRAL INDEX KEY: 0001683439 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39644 FILM NUMBER: 22777240 BUSINESS ADDRESS: STREET 1: 2000 AVENUE OF THE STARS, 12TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90067 BUSINESS PHONE: 3102014100 MAIL ADDRESS: STREET 1: 2000 AVENUE OF THE STARS, 12TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90067 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ARES EIF MANAGEMENT, LLC CENTRAL INDEX KEY: 0001683442 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39644 FILM NUMBER: 22777236 BUSINESS ADDRESS: STREET 1: 2000 AVENUE OF THE STARS, 12TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90067 BUSINESS PHONE: 3102014100 MAIL ADDRESS: STREET 1: 2000 AVENUE OF THE STARS, 12TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90067 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: EIF US Power IV, LLC CENTRAL INDEX KEY: 0001882131 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39644 FILM NUMBER: 22777237 BUSINESS ADDRESS: STREET 1: 2000 AVENUE OF THE STARS STREET 2: 12TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90067 BUSINESS PHONE: (310) 201-4100 MAIL ADDRESS: STREET 1: 2000 AVENUE OF THE STARS STREET 2: 12TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90067 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Aria Renewable Energy Systems LLC CENTRAL INDEX KEY: 0001881619 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39644 FILM NUMBER: 22777241 BUSINESS ADDRESS: STREET 1: 2000 AVENUE OF THE STARS STREET 2: 12TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90067 BUSINESS PHONE: (310) 201-4100 MAIL ADDRESS: STREET 1: 2000 AVENUE OF THE STARS STREET 2: 12TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90067 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: EIF US Power III, LLC CENTRAL INDEX KEY: 0001882064 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39644 FILM NUMBER: 22777239 BUSINESS ADDRESS: STREET 1: 2000 AVENUE OF THE STARS STREET 2: 12TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90067 BUSINESS PHONE: (310) 201-4100 MAIL ADDRESS: STREET 1: 2000 AVENUE OF THE STARS STREET 2: 12TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90067 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: 4444 WESTHEIMER ROAD STREET 2: SUITE G450 CITY: HOUSTON STATE: TX ZIP: 77027 BUSINESS PHONE: (346) 708-8272 MAIL ADDRESS: STREET 1: 4444 WESTHEIMER ROAD STREET 2: SUITE G450 CITY: HOUSTON STATE: TX ZIP: 77027 FORMER COMPANY: FORMER CONFORMED NAME: Rice Acquisition Corp. DATE OF NAME CHANGE: 20200904 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2022-03-25 1 0001823766 Archaea Energy Inc. LFG 0001881619 Aria Renewable Energy Systems LLC 2000 AVENUE OF THE STARS 12TH FLOOR LOS ANGELES CA 90067 1 0 1 0 0001683439 UNITED STATES POWER FUND III, L.P. C/O ARES MANAGEMENT LLC THREE CHARLES RIVER PLACE, SUITE 101 NEEDHAM MA 02494 1 0 1 0 0001882064 EIF US Power III, LLC 2000 AVENUE OF THE STARS 12TH FLOOR LOS ANGELES CA 90067 1 0 1 0 0001494533 EIF United States Power Fund IV, L.P. C/O ARES MANAGEMENT LLC THREE CHARLES RIVER PLACE, SUITE 101 NEEDHAM MA 02494 1 0 1 0 0001882131 EIF US Power IV, LLC 2000 AVENUE OF THE STARS 12TH FLOOR LOS ANGELES CA 90067 1 0 1 0 0001683442 ARES EIF MANAGEMENT, LLC 2000 AVENUE OF THE STARS 12TH FLOOR LOS ANGELES CA 90067 1 0 1 0 Class B Common Stock 2022-03-25 4 J 0 14942643 0.00 D 0 D Class A Common Stock 2022-03-25 4 C 0 14942643 0.00 A 14942643 D Class A Common Stock 2022-03-25 4 S 0 14942643 17.04 D 0 D LFG Class A Units 2022-03-25 4 C 0 14942643 0.00 D Class A Common Stock 14942643 0 D 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"). The Class A Redemption Shares are directly held by Aria RES. The Reporting Persons may be deemed to beneficially own, these shares by reason of the direct or indirect beneficial ownership of such shares, except as follows: (i) United States Power Fund III, L.P. ("USP Fund III") may be deemed to beneficially own 8,067,336 of these shares, (ii) EIF United States Power Fund IV, L.P. ("EIF USP Fund IV") may be deemed to beneficially own 6,875,307 of these shares, (iii) EIF US Power III, LLC may be deemed to beneficially own 8,067,336 of these shares, and (iv) EIF US Power IV, LLC may be deemed to beneficially own 6,875,307 of these shares. This statement is being filed jointly by (i) Aria RES, (ii) USP Fund III, (iii) EIF USP Fund IV (together with USP Fund III, the "Ares Funds"), (iv) EIF US Power III, LLC, (v) EIF US Power IV, LLC, and (vi) Ares EIF Management LLC (collectively, the "Reporting Persons"). Aria RES is indirectly controlled by the Ares Funds. The general partner of USP Fund III is EIF US Power III, LLC, and the managing member of EIF US Power III, LLC is Ares EIF Management LLC. The general partner of EIF USP Fund IV is EIF US Power IV, LLC, and the managing member of EIF US Power IV, LLC is Ares EIF Management LLC. The sole member of Ares EIF Management LLC is Ares Management LLC. See Form 4 filed with the Securities and Exchange Commission by Ares Management LLC and certain other reporting persons on March 28, 2022. Each of the Reporting Persons (other than Aria RES with respect to the shares held directly), and the other directors, officers, partners, stockholders, member and managers of the Reporting Persons, 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. 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. Aria Renewable Energy Systems LLC By: /s/ Noah Ehrenpreis, Vice President 2022-03-28 United States Power Fund III, L.P. By: EIF US Power III, LLC, its general partner By: Ares EIF Management, LLC, its managing member By: /s/ Noah Ehrenpreis, Vice President 2022-03-28 EIF US Power III, LLC By: Ares EIF Management, LLC, its managing member By: /s/ Noah Ehrenpreis, Vice President 2022-03-28 EIF United States Power Fund IV, L.P. By: EIF US Power IV, LLC, its general partner By: Ares EIF Management, LLC, its managing member By: /s/ Noah Ehrenpreis, Vice President 2022-03-28 EIF US Power IV, LLC By: Ares EIF Management, LLC, its managing member By: /s/ Noah Ehrenpreis, Vice President 2022-03-28 Ares EIF Management LLC By: /s/ Noah Ehrenpreis, Vice President 2022-03-28