Statement of Changes in Beneficial Ownership (4)
September 19 2022 - 6:14PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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Stork Nicholas |
2. Issuer Name and Ticker or Trading Symbol
Archaea Energy Inc.
[
LFG
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Executive Officer |
(Last)
(First)
(Middle)
4444 WESTHEIMER ROAD, SUITE G450 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
9/15/2022 |
(Street)
HOUSTON, TX 77027
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class B Common Stock | 9/15/2022 | | J(1) | | 1663621 | A | $0.00 (1) | 2721017 | I | By Stork Partners, LLC (2) |
Class B Common Stock | 9/15/2022 | | J(1) | | 1839338 | A | $0.00 (1) | 3472202 | I | By Struan & Company, LLC (3) |
Class B Common Stock | 9/15/2022 | | J(1) | | 3327243 | A | $0.00 (1) | 4919808 | I | By Rothwell-Gornt, LLC (4) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Class A Units of LFG Acquisition Holdings LLC | (5) | 9/15/2022 | | J (1) | | 1663621 | | (5) | (5) | Class A Common Stock | 1663621 | $0.00 (1) | 2721017 | I | By Stork Partners, LLC (2) |
Class A Units of LFG Acquisition Holdings LLC | (5) | 9/15/2022 | | J (1) | | 1839338 | | (5) | (5) | Class A Common Stock | 1839338 | $0.00 (1) | 3472202 | I | By Struan & Company, LLC (3) |
Class A Units of LFG Acquisition Holdings LLC | (5) | 9/15/2022 | | J (1) | | 3327243 | | (5) | (5) | Class A Common Stock | 3327243 | $0.00 (1) | 4919808 | I | By Rothwell-Gornt, LLC (4) |
Explanation of Responses: |
(1) | Represents receipt of a pro rata distribution of the securities of the issuer held by Archaea Energy LLC ("Archaea LLC") to all of its members. Prior to such distribution, and as of the date hereof, no such securities have been disposed of for cash by either Archaea LLC or its members. |
(2) | Stork Partners, LLC is a limited liability company controlled by Mr. Stork. As such, Mr. Stork may be deemed to have beneficial ownership of the securities held of record by Stork Partners, LLC. Mr. Stork disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly. |
(3) | Mr. Stork serves as manager of Struan & Company, LLC. As such, Mr. Stork may be deemed to have beneficial ownership of the securities held of record by Struan & Company, LLC. Mr. Stork disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly. |
(4) | Rothwell-Gornt, LLC is a limited liability company controlled by Mr. Stork. As such, Mr. Stork may be deemed to have beneficial ownership of the securities held of record by Rothwell-Gornt, LLC. Mr. Stork disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly. |
(5) | The Class A Units of LFG Acquisition Holdings LLC (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. |
Remarks: Exhibit List: Exhibit 24 - Power of Attorney |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Stork Nicholas 4444 WESTHEIMER ROAD, SUITE G450 HOUSTON, TX 77027 | X | X | Chief Executive Officer |
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Signatures
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/s/ Mitchell Athey as Attorney-in-Fact | | 9/19/2022 |
**Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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