Filing Details
- Accession Number:
- 0001209191-22-021398
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2022-03-28 21:49:20
- Reporting Period:
- 2022-03-25
- Accepted Time:
- 2022-03-28 21:49:20
- SEC Url:
- Form 4 Filing
Issuer
Cik | Name | Symbol | Sector (SIC) | IRS No |
---|---|---|---|---|
1823766 | Archaea Energy Inc. | LFG | Investment Advice (6282) | DE |
Insiders
Cik | Name | Reported Address | Insider Title | Director | Officer | Large Shareholder | Other |
---|---|---|---|---|---|---|---|
1176948 | Ares Management Corp | 2000 Avenue Of The Stars 12Th Floor Los Angeles CA 90067 | Yes | No | Yes | No | |
1259313 | Ares Management Llc | 2000 Avenue Of The Stars 12Th Floor Los Angeles CA 90067 | Yes | No | Yes | No | |
1536937 | L.p. Holdings Management Ares | 2000 Avenue Of The Stars 12Th Floor Los Angeles CA 90067 | Yes | No | Yes | No | |
1620263 | Ares Partners Holdco Llc | 2000 Avenue Of The Stars 12Th Floor Los Angeles CA 90067 | Yes | No | Yes | No | |
1620264 | Ares Management Gp Llc | 2000 Avenue Of The Stars 12Th Floor Los Angeles CA 90067 | Yes | No | Yes | No | |
1669983 | Ares Holdco Llc | 2000 Avenue Of The Stars 12Th Floor Los Angeles CA 90067 | Yes | No | Yes | No | |
1761656 | Ares Voting Llc | 2000 Avenue Of The Stars 12Th Floor Los Angeles CA 90067 | Yes | No | Yes | No |
Reported Non-Derivative Transactions
Sec. Name | Acquisiton - Disposition | Date | Amount | Price | Remaning Holdings | Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
---|---|---|---|---|---|---|---|---|---|---|
Class B Common Stock | Disposition | 2022-03-25 | 14,942,643 | $0.00 | 0 | No | 4 | J | Direct | |
Class A Common Stock | Acquisiton | 2022-03-25 | 14,942,643 | $0.00 | 14,942,643 | No | 4 | C | Direct | |
Class A Common Stock | Disposition | 2022-03-25 | 14,942,643 | $17.04 | 1,877 | No | 4 | S | Direct |
Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
---|---|---|---|---|
No | 4 | J | Direct | |
No | 4 | C | Direct | |
No | 4 | S | Direct |
Reported Derivative Transactions
Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
---|---|---|---|---|---|---|---|
Class A Common Stock | LFG Class A Units | Disposition | 2022-03-25 | 14,942,643 | $0.00 | 14,942,643 | $0.00 |
Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
---|---|---|---|---|---|---|
0 | No | 4 | C | Direct |
Footnotes
- 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)
- 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.
- 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.
- 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)
- 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.
- 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.