Ares Management Llc - Dec 29, 2021 Form 4 Insider Report for Archaea Energy Inc. (LFG)

Signature
Ares Management LLC By: /s/ Naseem Sagati Aghili, Authorized Signatory
Stock symbol
LFG
Transactions as of
Dec 29, 2021
Transactions value $
$0
Form type
4
Date filed
1/3/2022, 04:02 PM
Previous filing
Dec 29, 2021
Next filing
Jan 3, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction LFG Class A Common Stock Award $0 +1.88K +0.01% $0.00 14.9M Dec 29, 2021 Direct F1, F2, F3, F4, F5, F6
transaction LFG Class A Common Stock Award $0 +6.84K +0.05% $0.00 15M Jan 1, 2022 Direct F2, F3, F4, F5, F6, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents 1,877 restricted stock units granted to Scott Parkes, principal at Ares Management LLC, as a director of Archaea Energy Inc. (the "Issuer"). Each restricted stock unit represents the right to receive one share of the Issuer's Class A Common Stock, par value $0.0001 per share ("Class A Common Stock"), upon vesting. Vesting of the restricted stock units occurred on January 1, 2022, and 1,877 shares of Class A Common Stock were issued to Ares Management LLC. Such grant is exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), in reliance on Rule 16b-3(d).
F2 Ares Management LLC, on behalf of its affiliated funds, investment vehicles and/or managed accounts, designated Mr. Parkes to be appointed to the Issuer's board of directors on September 15, 2021. Pursuant to an agreement between Ares Management LLC and Mr. Parkes, Mr. Parkes has agreed to pay Ares Management LLC all of his director compensation, and has instructed the Issuer to pay all such compensation directly to Ares Management LLC. Accordingly, Ares Management LLC is the direct holder of the 1,877 shares of Class A Common Stock, which vested on January 1, 2022, and the 6,838 restricted stock units granted to Mr. Parkes on January 1, 2022.
F3 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.
F4 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)
F5 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.
F6 Each of the Ares Entities (other than Ares Management LLC with respect to the shares held directly), and the Board Members, 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.
F7 Represents 6,838 restricted stock units granted to Scott Parkes, principal at Ares Management LLC, as a director of the Issuer. Each restricted stock unit represents the right to receive one share of the Issuer's Class A Common Stock upon vesting. Vesting of the restricted stock units will occur on January 1, 2023, subject to Mr. Parkes' continuous board service through that date. Such grant is exempt from Section 16(b) of the Exchange Act, in reliance on Rule 16b-3(d).

Remarks:

Ares Management LLC and its affiliates designated Scott Parkes to be appointed to the board of directors of the Issuer, and Mr. Parkes became a director effective September 15, 2021. Accordingly, Ares Management LLC and its affiliates listed hereon may be deemed to be a director by deputization for purposes of Section 16 of the Exchange Act.