Richard Walton - Sep 15, 2021 Form 4 Insider Report for Archaea Energy Inc. (LFG)

Role
President
Signature
/s/ Lindsay Ellis as Attorney-in-Fact
Stock symbol
LFG
Transactions as of
Sep 15, 2021
Transactions value $
$500,000
Form type
4
Date filed
9/17/2021, 05:07 PM
Next filing
Apr 5, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction LFG Class A Common Stock Award $500K +50K $10.00 50K Sep 15, 2021 By Green Eyed Devil, LLC F1, F2
transaction LFG Class B Common Stock Award +1.63M 1.63M Sep 15, 2021 By Struan & Company, LLC F3, F4
transaction LFG Class B Common Stock Award +1.59M 1.59M Sep 15, 2021 By Green Eyed Devil F2, F3, F5

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction LFG Class A Units of LFG Acquisition Holdings LLC Award +1.63M 1.63M Sep 15, 2021 Class A Common Stock 1.63M By Struan & Company, LLC F3, F4, F6
transaction LFG Class A Units of LFG Acquisition Holdings LLC Award +1.59M 1.59M Sep 15, 2021 Class A Common Stock 1.59M By Green Eyed Devil, LLC F2, F3, F5, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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.
F2 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.
F3 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).
F4 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.
F5 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).
F6 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.