0001213900-21-048636.txt : 20210917 0001213900-21-048636.hdr.sgml : 20210917 20210917170849 ACCESSION NUMBER: 0001213900-21-048636 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210915 FILED AS OF DATE: 20210917 DATE AS OF CHANGE: 20210917 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Rice Daniel J. IV CENTRAL INDEX KEY: 0001597380 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39644 FILM NUMBER: 211261206 MAIL ADDRESS: STREET 1: 400 WOODCLIFF DRIVE CITY: CANONSBURG STATE: PA ZIP: 15317 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: 500 TECHNOLOGY DRIVE STREET 2: 2ND FLOOR CITY: CANONSBURG STATE: PA ZIP: 15317 BUSINESS PHONE: (713) 446-6259 MAIL ADDRESS: STREET 1: 500 TECHNOLOGY DRIVE STREET 2: 2ND FLOOR CITY: CANONSBURG STATE: PA ZIP: 15317 FORMER COMPANY: FORMER CONFORMED NAME: Rice Acquisition Corp. DATE OF NAME CHANGE: 20200904 4 1 ownership.xml X0306 4 2021-09-15 0 0001823766 Archaea Energy Inc. LFG 0001597380 Rice Daniel J. IV 102 EAST MAIN STREET, SECOND STORY CARNEGIE PA 15106 1 0 1 0 Class B Common Stock 2021-09-15 4 A 0 20010231 A 20010231 I By Archaea Energy LLC Class B Common Stock 2021-09-15 4 A 0 5878310 A 5878310 I By Shalennial Fund I, L.P. Class B Common Stock 5532187 I By Rice Acquisition Sponsor LLC Class B Units of LFG Acquisition Holdings LLC 2021-09-15 4 C 0 5532187 D Class A Common Stock 5532187 0 I By Rice Acquisition Sponsor LLC Class A Units of LFG Acquisition Holdings LLC 2021-09-15 4 C 0 5532187 A Class A Common Stock 5532187 5532187 I By Rice Acquisition Sponsor LLC Class A Units of LFG Acquisition Holdings LLC 2021-09-15 4 A 0 20010231 A Class A Common Stock 20010231 20010231 I By Archaea Energy LLC Class A Units of LFG Acquisition Holdings LLC 2021-09-15 4 A 0 5878310 A Class A Common Stock 5878310 5878310 I By Shalennial Fund I, L.P. Class A Units of LFG Acquisition Holdings LLC Class A Common Stock 100 5532287 I By Rice Acquisition Sponsor LLC 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 (f/k/a Rice Acquisition Corp.), 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). As a result of the Business Combination, Archaea Energy LLC received 20,010,231 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). Archaea Energy LLC is majority-owned and controlled by Shalennial Fund I, L.P. The reporting person is the sole managing member of Rice Investment Group UGP, LLC, which is the general partner of both (i) Shalennial GP I, L.P. (the general partner of Shalennial Fund I, L.P.) and (ii) Rice Investment Group, L.P. (the management company for Shalennial Fund I, L.P.). As such, the reporting person may be deemed to have beneficial ownership of the securities held of record by Archaea Energy LLC and the securities held of record by Shalennial Fund I, L.P. The reporting person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly. As a result of the Business Combination, Shalennial Fund I, L.P., as a member of Archaea Energy LLC, received 5,878,310 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). The reporting person is a managing member of Rice Acquisition Sponsor LLC. As such, the reporting person may be deemed to have beneficial ownership of the securities held of record by Rice Acquisition Sponsor LLC. The reporting person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly. For each Opco Class B Unit, the reporting person owns a corresponding share of the issuer's Class B common stock. In connection with the issuer's initial business combination, the Opco Class B Units convert into Opco Class A Units on a one-for-one basis, subject to adjustment. 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 after the time of the issuer's initial business combination on a one-for-one basis and have no expiration date. On September 15, 2021, the issuer completed its initial business combination, and as a result the Opco Class B Units held by Rice Acquisition Sponsor LLC converted into Opco Class A Units on a one-for-one basis. 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. /s/ James Wilmot Rogers as Attorney-in-Fact 2021-09-17