Daniel J. Rice IV - Sep 15, 2021 Form 4 Insider Report for Archaea Energy Inc. (LFG)

Role: Director, 10%+ Owner
Signature: /s/ James Wilmot Rogers as Attorney-in-Fact
Stock symbol: LFG
Transactions as of: Sep 15, 2021
Transactions value $: $0
Form type: 4
Date filed: 9/17/2021, 05:08 PM
Previous filing: Jul 2, 2021
Next filing: Oct 1, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	LFG	Class B Common Stock	Award		+20M			20M	Sep 15, 2021	By Archaea Energy LLC	F1, F2, F3
transaction	LFG	Class B Common Stock	Award		+5.88M			5.88M	Sep 15, 2021	By Shalennial Fund I, L.P.	F1, F3, F4
holding	LFG	Class B Common Stock						5.53M	Sep 15, 2021	By Rice Acquisition Sponsor LLC	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 B Units of LFG Acquisition Holdings LLC	Conversion of derivative security		-5.53M	-100%		0	Sep 15, 2021	Class A Common Stock	5.53M		By Rice Acquisition Sponsor LLC	F5, F6
transaction	LFG	Class A Units of LFG Acquisition Holdings LLC	Conversion of derivative security		+5.53M			5.53M	Sep 15, 2021	Class A Common Stock	5.53M		By Rice Acquisition Sponsor LLC	F5, F6
transaction	LFG	Class A Units of LFG Acquisition Holdings LLC	Award		+20M			20M	Sep 15, 2021	Class A Common Stock	20M		By Archaea Energy LLC	F1, F2, F3, F7
transaction	LFG	Class A Units of LFG Acquisition Holdings LLC	Award		+5.88M			5.88M	Sep 15, 2021	Class A Common Stock	5.88M		By Shalennial Fund I, L.P.	F1, F3, F4, F7
holding	LFG	Class A Units of LFG Acquisition Holdings LLC						5.53M	Sep 15, 2021	Class A Common Stock	100		By Rice Acquisition Sponsor LLC	F5, F7

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	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).
F2	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).
F3	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.
F4	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).
F5	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.
F6	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.
F7	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.