SEC Info - McCarthy Brian F - ‘4’ for 9/15/22 re: Archaea Energy Inc.

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

McCarthy Brian F

(Last)

(First)

(Middle)

4444 WESTHEIMER ROAD, SUITE G450

(Street)

HOUSTON

77027

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Archaea Energy Inc. [ LFG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
9/15/22

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	9/15/22		J ⁽¹⁾		1,109,081	A	$0.00 ⁽¹⁾	1,639,936	I	By McCarthy Biogas Holdings LLC ⁽²⁾
Class B Common Stock								148,253	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Units of LFG Acquisition Holdings LLC	⁽³⁾	9/15/22		J ⁽¹⁾		1,109,081		⁽³⁾	⁽³⁾	Class A Common Stock	1,109,081	$0.00 ⁽¹⁾	1,639,936	I	By McCarthy Biogas Holdings LLC ⁽²⁾
Class A Units of LFG Acquisition Holdings LLC	⁽³⁾							⁽³⁾	⁽³⁾	Class A Common Stock	148,253		148,253	D

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) McCarthy Biogas Holdings LLC is a limited liability company controlled by Mr. McCarthy. As such, Mr. McCarthy may be deemed to have beneficial ownership of the securities held of record by McCarthy Biogas Holdings LLC. Mr. McCarthy 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) 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

	/s/ Mitchell Athey as Attorney-in-Fact	9/19/22
	** 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 Number.

____________ Transaction Code:
J	Other acquisition or disposition.

McCarthy Brian F – ‘4’ for 9/15/22 re: Archaea Energy Inc.

On: Monday, 9/19/22, at 7:06pm ET · For: 9/15/22 · As: Officer · Accession #: 1213900-22-57106 · File #: 1-39644

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Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34

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