4//SEC Filing
EIF United States Power Fund IV, L.P. 4
Accession 0001209191-22-021399
CIK 0001823766other
Filed
Mar 27, 8:00 PM ET
Accepted
Mar 28, 9:49 PM ET
Size
23.2 KB
Accession
0001209191-22-021399
Insider Transaction Report
Form 4
Aria Renewable Energy Systems LLC
Director10% Owner
Transactions
- Other
Class B Common Stock
2022-03-25−14,942,643→ 0 total - Conversion
Class A Common Stock
2022-03-25+14,942,643→ 14,942,643 total - Sale
Class A Common Stock
2022-03-25$17.04/sh−14,942,643$254,622,637→ 0 total - Conversion
LFG Class A Units
2022-03-25−14,942,643→ 0 total→ Class A Common Stock (14,942,643 underlying)
EIF United States Power Fund IV, L.P.
Director10% Owner
Transactions
- Other
Class B Common Stock
2022-03-25−14,942,643→ 0 total - Sale
Class A Common Stock
2022-03-25$17.04/sh−14,942,643$254,622,637→ 0 total - Conversion
Class A Common Stock
2022-03-25+14,942,643→ 14,942,643 total - Conversion
LFG Class A Units
2022-03-25−14,942,643→ 0 total→ Class A Common Stock (14,942,643 underlying)
EIF US Power IV, LLC
Director10% Owner
Transactions
- Other
Class B Common Stock
2022-03-25−14,942,643→ 0 total - Conversion
LFG Class A Units
2022-03-25−14,942,643→ 0 total→ Class A Common Stock (14,942,643 underlying) - Conversion
Class A Common Stock
2022-03-25+14,942,643→ 14,942,643 total - Sale
Class A Common Stock
2022-03-25$17.04/sh−14,942,643$254,622,637→ 0 total
ARES EIF MANAGEMENT, LLC
Director10% Owner
Transactions
- Conversion
Class A Common Stock
2022-03-25+14,942,643→ 14,942,643 total - Other
Class B Common Stock
2022-03-25−14,942,643→ 0 total - Sale
Class A Common Stock
2022-03-25$17.04/sh−14,942,643$254,622,637→ 0 total - Conversion
LFG Class A Units
2022-03-25−14,942,643→ 0 total→ Class A Common Stock (14,942,643 underlying)
UNITED STATES POWER FUND III, L.P.
Director10% Owner
Transactions
- Sale
Class A Common Stock
2022-03-25$17.04/sh−14,942,643$254,622,637→ 0 total - Other
Class B Common Stock
2022-03-25−14,942,643→ 0 total - Conversion
Class A Common Stock
2022-03-25+14,942,643→ 14,942,643 total - Conversion
LFG Class A Units
2022-03-25−14,942,643→ 0 total→ Class A Common Stock (14,942,643 underlying)
EIF US Power III, LLC
Director10% Owner
Transactions
- Conversion
LFG Class A Units
2022-03-25−14,942,643→ 0 total→ Class A Common Stock (14,942,643 underlying) - Other
Class B Common Stock
2022-03-25−14,942,643→ 0 total - Conversion
Class A Common Stock
2022-03-25+14,942,643→ 14,942,643 total - Sale
Class A Common Stock
2022-03-25$17.04/sh−14,942,643$254,622,637→ 0 total
Footnotes (5)
- [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").
- [F2]The Class A Redemption Shares are directly held by Aria RES. The Reporting Persons may be deemed to beneficially own, these shares by reason of the direct or indirect beneficial ownership of such shares, except as follows: (i) United States Power Fund III, L.P. ("USP Fund III") may be deemed to beneficially own 8,067,336 of these shares, (ii) EIF United States Power Fund IV, L.P. ("EIF USP Fund IV") may be deemed to beneficially own 6,875,307 of these shares, (iii) EIF US Power III, LLC may be deemed to beneficially own 8,067,336 of these shares, and (iv) EIF US Power IV, LLC may be deemed to beneficially own 6,875,307 of these shares.
- [F3]This statement is being filed jointly by (i) Aria RES, (ii) USP Fund III, (iii) EIF USP Fund IV (together with USP Fund III, the "Ares Funds"), (iv) EIF US Power III, LLC, (v) EIF US Power IV, LLC, and (vi) Ares EIF Management LLC (collectively, the "Reporting Persons").
- [F4]Aria RES is indirectly controlled by the Ares Funds. The general partner of USP Fund III is EIF US Power III, LLC, and the managing member of EIF US Power III, LLC is Ares EIF Management LLC. The general partner of EIF USP Fund IV is EIF US Power IV, LLC, and the managing member of EIF US Power IV, LLC is Ares EIF Management LLC. The sole member of Ares EIF Management LLC is Ares Management LLC. See Form 4 filed with the Securities and Exchange Commission by Ares Management LLC and certain other reporting persons on March 28, 2022.
- [F5]Each of the Reporting Persons (other than Aria RES with respect to the shares held directly), and the other directors, officers, partners, stockholders, member and managers of the Reporting Persons, 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.
Documents
Issuer
Archaea Energy Inc.
CIK 0001823766
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001494533
Filing Metadata
- Form type
- 4
- Filed
- Mar 27, 8:00 PM ET
- Accepted
- Mar 28, 9:49 PM ET
- Size
- 23.2 KB