ARES MANAGEMENT LLC - 25 Mar 2022 Form 4 Insider Report for Archaea Energy Inc.

Source evidence Original filing metadata and source links for verification. 5 source fields
SEC form
4
Accepted by SEC
28 Mar 2022, 21:49:20 UTC
Prior SEC filing
09 Mar 2022
Next SEC filing
09 May 2022
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
Ares Management LLC By: /s/ Naseem Sagati Aghili, Authorized Signatory

Key filing fact

ARES MANAGEMENT LLC filed Form 4 for Archaea Energy Inc. on 28 Mar 2022.

Key facts

  • This page summarizes ARES MANAGEMENT LLC's Form 4 filing for Archaea Energy Inc..
  • 4 reported transactions and 1 derivative row are listed below.
  • Accepted by SEC: 28 Mar 2022, 21:49.

Change

  • Previous filing in this sequence was filed on 09 Mar 2022.
  • Current net transaction value: -$254,622,637.

Research use

  • This tells you what this filing adds before you inspect full transaction and derivative tables.
  • You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

LFG transaction

Class B Common Stock

Other

Transaction value
$0
Shares
-14,942,643
Change %
-100%
Price
$0.000000*
Shares after
0
Date
25 Mar 2022
Ownership
Direct
Footnotes
F1, F2, F3, F4, F5, F6
LFG transaction

Class A Common Stock

Conversion of derivative security

Transaction value
$0
Shares
+14,942,643
Change %
Price
$0.000000
Shares after
14,942,643
Date
25 Mar 2022
Ownership
Direct
Footnotes
F1, F2, F3, F4, F5, F6
LFG transaction

Class A Common Stock

Sale

Transaction value
$254,622,637
Shares
-14,942,643
Change %
-100%
Price
$17.04
Shares after
1,877
Date
25 Mar 2022
Ownership
Direct
Footnotes
F1, F2, F3, F4, F5, F6

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

LFG transaction Derivative

LFG Class A Units

Conversion of derivative security

Transaction value
$0
Shares
-14,942,643
Change %
-100%
Price
$0.000000*
Shares after
0
Date
25 Mar 2022
Ownership
Direct
Underlying class
Class A Common Stock
Underlying amount
14,942,643
Exercise price
Footnotes
F1, F2, F3, F4, F5, F6
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

ARES MANAGEMENT LLC is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 6 footnotes

Footnote F1

On March 25, 2022, 14,942,643 Class A Units of LFG Acquisition Holdings LLC ("OpCo"), a subsidiary of Archaea Energy Inc. (the "Issuer"), held by Aria Renewable Energy Systems LLC ("Aria RES"), were redeemed on a one-for-one basis for 14,942,643 shares of Class A Common Stock of the Issuer (the "Class A Redemption Shares") pursuant to a Redemption Notice from Aria RES dated March 14, 2022 and 14,942,643 shares of the Issuer's Class B common stock, par value $0.0001 per share, held by Aria RES were surrendered to the Issuer and canceled. On March 25, 2022, the Class A Redemption Shares were sold by Aria RES pursuant to an underwritten public offering (the "Sale"). Ares Management LLC is the sole member of Ares EIF Management LLC, which is the managing member of EIF US Power III, LLC and EIF US Power IV, LLC. EIF US Power III, LLC and EIF US Power IV, LLC are the general partner of two funds, respectively, which indirectly manage Aria RES, (continued in next footnote)

Footnote F2

and therefore the Reporting Persons (as defined below) may be deemed to beneficially own such shares. See Form 4 filed with the Securities and Exchange Commission by Aria RES and certain other reporting persons on March 28, 2022 and footnotes 3, 4, 5 and 6 below.

Footnote F3

This statement is being filed jointly by (i) Ares Management LLC, (ii) Ares Management Holdings L.P. ("Ares Management Holdings"), (iii) Ares Holdco LLC ("Ares Holdco"), (iv) Ares Management Corp. ("Ares Management"), (v) Ares Management GP LLC ("Ares Management GP"), (vi) Ares Voting LLC ("Ares Voting"), and (vii) Ares Partners Holdco LLC ("Ares Partners") (collectively, the "Reporting Persons"). These shares are directly held by Ares Management LLC. The Reporting Persons may be deemed to beneficially own these shares by reason of the direct or indirect beneficial ownership of such shares.

Footnote F4

The sole member of Ares Management LLC is Ares Management Holdings and the general partner of Ares Management Holdings is Ares Holdco. The sole member of Ares Holdco is Ares Management. Ares Management GP is the sole holder of Class B common stock, $0.01 par value per share, of Ares Management and Ares Voting is the sole holder of Class C common stock, $0.01 par value per share, of Ares Management. (continued in next footnote)

Footnote F5

Pursuant to Ares Management's Certificate of Incorporation, the holders of Ares Management's Class B common stock and Class C common stock, collectively, will generally have the majority of the votes on any matter submitted to the stockholders of Ares Management if certain conditions are met. The sole member of both Ares Management GP and Ares Voting is Ares Partners (together with Ares Management LLC, Ares Management Holdings, Ares Holdco, Ares Management, Ares Management GP and Ares Voting, the "Ares Entities"). Ares Partners is managed by a board of managers, which is composed of Michael Arougheti, Ryan Berry, R. Kipp deVeer, David Kaplan, Antony Ressler and Bennett Rosenthal (collectively, the "Board Members"). Mr. Ressler generally has veto authority over Board Members' decisions.

Footnote F6

Each of the Ares Entities (other than Ares Management LLC with respect to the shares held directly) and the other directors, officers, partners, stockholders, member and managers of the Ares Entities, expressly disclaims beneficial ownership of any equity securities of the Issuer, except to the extent of any pecuniary interest therein, and this Form 4 shall not be deemed an admission that any such person or entity is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Exchange Act, or for any other purposes.

SEC remarks

Pursuant to the terms of the Stockholders' Agreement, dated September 15, 2021, by and among Aria RES, the Issuer and certain other stockholders party thereto, the Reporting Persons and certain other reporting persons had the right to designate one director for appointment or election to the Issuer's Board of Directors for so long as Aria RES, its affiliates and certain permitted transferees held at least 50% of the Registrable Securities (as defined in the Stockholders' Agreement) held by Aria RES on September 15, 2021. Aria RES designated Scott Parkes as a Board member. As a result of the Sale reported on this Form 4, Mr. Parkes' term as a member of the Issuer's Board automatically ended.

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