Walton Richard 4
4 · Archaea Energy Inc. · Filed Sep 17, 2021
Insider Transaction Report
Form 4
Walton Richard
President
Transactions
- Award
Class A Common Stock
2021-09-15$10.00/sh+50,000$500,000→ 50,000 total(indirect: By LLC) - Award
Class B Common Stock
2021-09-15+1,592,565→ 1,592,565 total(indirect: By Green Eyed Devil) - Award
Class A Units of LFG Acquisition Holdings LLC
2021-09-15+1,592,565→ 1,592,565 total(indirect: By LLC)→ Class A Common Stock (1,592,565 underlying) - Award
Class B Common Stock
2021-09-15+1,632,864→ 1,632,864 total(indirect: By LLC) - Award
Class A Units of LFG Acquisition Holdings LLC
2021-09-15+1,632,864→ 1,632,864 total(indirect: By LLC)→ Class A Common Stock (1,632,864 underlying)
Footnotes (6)
- [F1]On April 7, 2021, the issuer (f/k/a Rice Acquisition Corp.) entered into subscription agreements with certain investors (the "PIPE Investors") pursuant to which the PIPE Investors agreed to purchase shares of the issuer's Class A common stock for $10.00 per share in connection with, and conditioned upon, the substantially concurrent consummation of certain transactions, including the Business Combination (as defined below). As one of the PIPE Investors, on September 15, 2021, Green Eyed Devil, LLC acquired 50,000 shares of the issuer's Class A common stock for $10.00 per share.
- [F2]Green Eyed Devil, LLC is a limited liability company controlled by Mr. Walton. As such, Mr. Walton may be deemed to have beneficial ownership of the securities held of record by Green Eyed Devil, LLC. Mr. Walton disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.
- [F3]On September 15, 2021, as a result of the consummation of the transactions (the "Business Combination") contemplated by that certain Business Combination Agreement, dated April 7, 2021 and subsequently amended on May 12, 2021, by and among the issuer, LFG Acquisition Holdings LLC (f/k/a Rice Acquisition Holdings LLC) ("Opco"), Archaea Energy LLC, Archaea Energy II LLC ("Archaea II") and the other parties thereto, in exchange for the equity interests of Archaea II, which were cancelled, Archaea Energy LLC and its members received Opco Class A units and a corresponding number of shares of the issuer's Class B common stock (which together are exchangeable into shares of the issuer's Class A Common Stock on a one-for-one basis).
- [F4]As a result of the Business Combination, Struan & Company, LLC, as a member of Archaea Energy LLC, received 1,632,864 Opco Class A units and a corresponding number of shares of the issuer's Class B common stock (which together are exchangeable into shares of the issuer's Class A Common Stock on a one-for-one basis). Mr. Walton serves as manager of Struan & Company, LLC. As such, Mr. Walton may be deemed to have beneficial ownership of the securities held of record by Struan & Company, LLC. Mr. Walton disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.
- [F5]As a result of the Business Combination, Green Eyed Devil, LLC, as a member of Archaea Energy LLC, received 1,592,565 Opco Class A units and a corresponding number of shares of the issuer's Class B common stock (which together are exchangeable into shares of the issuer's Class A Common Stock on a one-for-one basis).
- [F6]The Opco Class A Units (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.