Shalennial Fund I, L.P. - Dec 28, 2022 Form 4 Insider Report for Archaea Energy Inc. (LFG)

Role
10%+ Owner
Signature
/s/ Mitchell Athey, as Attorney-in-Fact
Stock symbol
LFG
Transactions as of
Dec 28, 2022
Transactions value $
-$324,998,154
Form type
4
Date filed
12/28/2022, 02:38 PM
Previous filing
Sep 19, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction LFG Class B Common Stock Disposed to Issuer $0 -12.5M -100% $0.00* 0 Dec 28, 2022 Direct F1, F2

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 Disposed to Issuer -$325M -12.5M -100% $26.00 0 Dec 28, 2022 Class A Common Stock 12.5M Direct F1, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Shalennial Fund I, L.P. is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 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").
F2 Pursuant to the Merger Agreement, at the effective time of the Issuer Merger (the "Effective Time"), each share of the Issuer's Class B common stock, par value $0.0001 per share ("Class B Common Stock"), was automatically canceled and extinguished without any conversion thereof or consideration paid therefor.
F3 Prior to the Effective Time, the Class A Units of Opco (each, an "Opco Unit") (together with the corresponding shares of Class B Common Stock) were exchangeable into shares of the Issuer's Class A Common Stock, par value $0.0001 per share, on a one-for-one basis and had no expiration date. At the effective time of the Opco Merger (the "Opco Merger Effective Time"), pursuant to the Merger Agreement, each Opco Unit held by a holder other than the Issuer or any of its subsidiaries issued and outstanding as of immediately prior to the Opco Merger Effective Time was automatically canceled, extinguished and converted into the right to receive $26.00 in cash, without interest.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney