FORM 4
[X] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
 OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Rice Daniel J. IV		 2. Issuer Name and Ticker or Trading Symbol

Archaea Energy Inc. [ LFG ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    __X__ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

4444 WESTHEIMER ROAD, SUITE G450		 3. Date of Earliest Transaction (MM/DD/YYYY)

12/28/2022
(Street)

HOUSTON, TX 77027
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
 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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)
Code V Amount (A) or (D) Price
Class A Common Stock 12/28/2022  D  8715 (1)D$26.0 (2)(3)(4)0 D  
Class B Common Stock 12/28/2022  D  5154 D$0 (2)(5)0 D  
Class B Common Stock 12/28/2022  D  12499929 D$0 (2)(5)0 I By Shalennial Fund I, L.P. (6)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)		2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Class A Units of LFG Acquisition Holdings LLC  (7)12/28/2022  D     5154   (7) (7)Class A Common Stock 5154 $26.0 (2)(7)0 D  
Class A Units of LFG Acquisition Holdings LLC  (7)12/28/2022  D     12499929   (7) (7)Class A Common Stock 12499929 $26.0 (2)(7)0 I By Shalennial Fund I, L.P. (6)
Explanation of Responses:
(1) Includes 6,838 restricted stock units ("RSUs") of the Issuer held by the Reporting Person immediately prior to the Effective Time (as defined below).
(2) Pursuant to the Agreement and Plan of Merger, dated October 16, 2022 (the "Merger Agreement"), by and among the Issuer, LFG Acquisition Holdings LLC ("Opco"), BP Products North America Inc. ("Parent"), Condor RTM Inc. ("Merger Sub") and Condor RTM LLC ("Opco Merger Sub"), Merger Sub merged with and into the Issuer, with the Issuer surviving as a wholly owned subsidiary of Parent (the "Issuer Merger"), and Opco Merger Sub merged with and into Opco, with Opco continuing as the surviving company and a wholly owned subsidiary of Parent (the "Opco Merger").
(3) At the effective time of the Issuer Merger (the "Effective Time"), each share of the Issuer's Class A common stock, par value $0.0001 per share ("Class A Common Stock"), that was issued and outstanding as of immediately prior to the Effective Time (other than Owned Company Shares or Dissenting Company Shares, each as defined in the Merger Agreement) was automatically canceled, extinguished and converted into the right to receive $26.00 in cash, without interest (the "Per Share Price").
(4) Pursuant to the Merger Agreement, each RSU reported hereby was, at the Effective Time, automatically canceled and converted into the right to receive an amount in cash (without interest and subject to applicable withholding taxes) equal to the product of (i) the total number of shares of Class A Common Stock subject to such RSU, as of immediately prior to the Effective Time, and (ii) the Per Share Price.
(5) Pursuant to the Merger Agreement, at the Effective Time, each share of the Issuer's Class B common stock, par value $0.0001 per share ("Class B Common Stock"), was automatically canceled and extinguished without any conversion thereof or consideration paid therefor.
(6) The Reporting Person is the sole managing member of Rice Investment Group UGP, LLC, which is the general partner of both (i) Shalennial GP I, L.P. (the general partner of Shalennial Fund I, L.P. ("Shalennial Fund")) and (ii) Rice Investment Group, L.P. (the management company for Shalennial Fund). As such, the Reporting Person may have been deemed to have had beneficial ownership of the securities held of record by Shalennial Fund. The Reporting Person disclaims any beneficial ownership of the reported securities other than to the extent of any pecuniary interest he may have had therein, directly or indirectly.
(7) Prior to the Effective Time, the Class A Units of Opco (each, an "Opco Unit") (together with the corresponding shares of Class B Common Stock) were exchangeable into shares of Class A Common Stock on a one-for-one basis and had no expiration date. At the effective time of the Opco Merger (the "Opco Merger Effective Time"), pursuant to the Merger Agreement, each Opco Unit held by a holder other than the Issuer or any of its subsidiaries issued and outstanding as of immediately prior to the Opco Merger Effective Time was automatically canceled, extinguished and converted into the right to receive cash in an amount equal to the Per Share Price.

Remarks:
Exhibit List: Exhibit 24 - Power of Attorney

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Rice Daniel J. IV
4444 WESTHEIMER ROAD, SUITE G450
HOUSTON, TX 77027		XX
Signatures
/s/ Mitchell Athey, as Attorney-in-Fact12/28/2022
**Signature of Reporting PersonDate
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 control number.
Rice Acquisition (NYSE:RICE)
Historical Stock Chart
From Mar 2024 to Apr 2024 Click Here for more Rice Acquisition Charts.
Rice Acquisition (NYSE:RICE)
Historical Stock Chart
From Apr 2023 to Apr 2024 Click Here for more Rice Acquisition Charts.