Chad Bellah - Dec 28, 2022 Form 4 Insider Report for Archaea Energy Inc. (LFG)

Signature
/s/ Mitchell Athey, as Attorney-in-Fact
Stock symbol
LFG
Transactions as of
Dec 28, 2022
Transactions value $
$0
Form type
4
Date filed
12/28/2022, 02:36 PM
Previous filing
Jul 18, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction LFG Class A Common Stock Disposed to Issuer -17.9K -100% 0 Dec 28, 2022 Direct F1, F2, F3, F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Chad Bellah is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Reflects all restricted stock units ("RSUs") and all performance-based restricted stock units ("PSUs") (assuming achievement at target performance) of the Issuer held by the Reporting Person immediately prior to the Effective Time (as defined below).
F2 Pursuant to the Agreement and Plan of Merger, dated October 16, 2022 (the "Merger Agreement"), by and among the Issuer, LFG Acquisition Holdings LLC ("Opco"), BP Products North America Inc. ("Parent"), Condor RTM Inc. ("Merger Sub") and Condor RTM LLC ("Opco Merger Sub"), Merger Sub merged with and into the Issuer, with the Issuer surviving as a wholly owned subsidiary of Parent (the "Issuer Merger"), and Opco Merger Sub merged with and into Opco, with Opco continuing as the surviving company and a wholly owned subsidiary of Parent (the "Opco Merger").
F3 Pursuant to the Merger Agreement, 50% of the RSUs and PSUs reported hereby (each, a "Deemed Vested RSU" or a "Deemed Vested PSU," respectively) were, at the effective time of the Issuer Merger (the "Effective Time"), automatically canceled and converted into the right to receive an amount in cash (without interest and subject to applicable withholding taxes) equal to the product of (i) the total number of shares of the Issuer's Class A common stock, par value $0.0001 per share ("Class A Common Stock"), subject to such Deemed Vested RSU or such Deemed Vested PSU (with such Deemed Vested PSU being deemed achieved at maximum performance), respectively, as of immediately prior to the Effective Time, and (ii) $26.00.
F4 Pursuant to the Merger Agreement, each RSU reported hereby that was outstanding immediately prior to the Effective Time and not a Deemed Vested RSU (an "Unvested RSU") and each PSU reported hereby that was outstanding immediately prior to the Effective Time and not a Deemed Vested PSU (an "Unvested PSU") was, at the Effective Time, automatically canceled and converted into an award representing the right to receive an amount in cash (without interest and subject to applicable withholding taxes) equal to the product of (i) the total number of shares of Class A Common Stock subject to such Unvested RSU or such Unvested PSU (with such Unvested PSU being deemed achieved at maximum performance), respectively, as of immediately prior to the Effective Time (a "Deferred Cash RSU Award" or "Deferred Cash PSU Award," respectively), and (ii) $26.00.
F5 Each Deferred Cash RSU Award or Deferred Cash PSU Award will, subject to the holder's continued service with Parent or its affiliates through the applicable vesting dates, vest and be payable on the earlier of (i) the same time as the Unvested RSU or Unvested PSU for which the Deferred Cash RSU Award or Deferred Cash PSU Award, respectively, was exchanged would have vested and been payable pursuant to its service-based vesting schedule and (ii) December 28, 2023, in each case, subject to full accelerated vesting upon a termination of employment with Parent or its affiliates without "cause" or a resignation for "good reason."