SCHEDULE 13D
(Rule 13d-101)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Under the Securities Exchange Act of 1934
CLEAN ENERGY FUELS CORP.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
184499 10 1
(CUSIP Number)
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
DECEMBER 6, 2007
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box. |_|
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 184499 10 1
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
BOONE PICKENS
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |X|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
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7 SOLE VOTING POWER
32,934,720
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY -----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 32,934,720
WITH -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
32,934,720
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
55.6%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 184499 10 1
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
MADELEINE PICKENS
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |X|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
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7 SOLE VOTING POWER
3,000,000
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY -----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 3,000,000
WITH -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,000,000
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.8%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 184499 10 1
This Schedule 13D is being filed on behalf of Boone Pickens and
Madeleine Pickens (each, a "Reporting Person" and collectively, the "Reporting
Persons") and is filed as a joint statement pursuant to Rule 13d-1(k)
promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange
Act").
Item 1: Security and Issuer
This Schedule 13D relates to the Common Stock, par value $0.0001 per
share, of Clean Energy Fuels Corp., a Delaware corporation (the "Company").
Unless the context otherwise requires, references herein to the "Common Stock"
are to such Common Stock of the Company. The address of the principal executive
office of the Company is 3020 Old Ranch Parkway, Suite 200, Seal Beach,
California 90740.
Item 2: Identity and Background
(a) This statement is filed by the Reporting Persons, Boone
Pickens and Madeleine Pickens.
(b) The principal business address of each Reporting Person is
8117 Preston Road, Suite 260, Dallas, Texas 75225.
(c) The principal business of Boone Pickens is to serve as
Chairman and Chief Executive Officer of BP Capital, L.P. The principal business
address of BP Capital, L.P. is 8117 Preston Road, Suite 260, Dallas, Texas
75225. Boone Pickens is also a director of the Company.
The principal business of Madeleine Pickens is managing her
personal investments.
(d) No Reporting Person has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) in the last
five years.
(e) No Reporting Person has, during the last five years, been
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
(f) Each Reporting Person is a citizen of the United States.
Item 3: Source and Amount of Funds or Other Consideration
On December 6, 2007, BP Capital Energy Equity Fund, L.P., BP
Capital Energy Equity International Holdings I, L.P. and BP Capital Energy
Equity Fund Master II, L.P. (collectively, the "BP Capital Funds") purchased an
aggregate of 395,000 shares of Common Stock of the Company, as to which Boone
Pickens has sole voting and sole dispositive power.
CUSIP No. 184499 10 1
The total amount of funds used to purchase such shares of Common Stock was
$5,470,750. Such funds were provided by the available funds of the BP Capital
Funds.
All other outstanding shares of Common Stock beneficially
owned by the Reporting Persons, as well as the Warrant described below in Item
6, were acquired by the Reporting Persons prior to the initial public offering
of the Company's Common Stock in May 2006.
Item 4: Purpose of Transaction
Boone Pickens may be deemed to control the Company, and he may
seek to, and may, exercise control over or influence the control of the Company.
Madeleine Pickens may be deemed to, and may, act in concert with Boone Pickens.
The shares purchased for the account of the BP Capital Funds were purchased as
an investment by the BP Capital Funds and, by virtue of Boone Pickens' sole
voting and sole dispositive power over such shares, may also be used, in
combination with other shares beneficially owned by the Reporting Persons, to
control or influence the control of the Company.
The Reporting Persons intend to review their investments in
the Company on a continuing basis. Depending on various factors, including,
without limitation, the price and availability of shares, the Company's results
of operations, financial position and strategic direction, other investment
opportunities available to the Reporting Persons, conditions in the securities
market and general economic and industry conditions, each of the Reporting
Persons may in the future take such actions with respect to his or her
investment in the Company as he or she deems appropriate, including the purchase
of additional shares of Common Stock and/or related securities or the
disposition of all or a portion of the shares of Common Stock that he or she now
beneficially owns or may hereafter acquire. The Reporting Persons currently have
no plans or proposals which relate to or would result in any of the actions set
forth in subparagraphs (a) through (j) of Item 4 of Schedule 13D but they may at
any time reconsider their position and formulate any such plans or proposals.
Item 5: Interest in Securities of the Issuer
(a) As of the date hereof, Boone Pickens beneficially owns an
aggregate of 32,934,720 shares of Common Stock, which includes 15,000,000 shares
of Common Stock issuable upon the exercise of the Warrant held by Mr. Pickens
(see Item 6 below), constituting approximately 55.6% of the shares of Common
Stock outstanding. Boone Pickens expressly disclaims beneficial ownership of the
shares of Common Stock beneficially owned by Madeleine Pickens.
As of the date hereof, Madeleine Pickens beneficially owns an
aggregate of 3,000,000 shares of Common Stock, constituting approximately 6.8%
of the shares of Common Stock outstanding. Madeleine Pickens expressly disclaims
beneficial ownership of the shares of Common Stock beneficially owned by Boone
Pickens.
The aggregate percentage of shares of Common Stock
beneficially owned by the Reporting Persons is based on 44,214,095 shares
outstanding, which is the total number of shares
CUSIP No. 184499 10 1
of Common Stock outstanding as of November 1, 2007 as reported by the Company in
its Quarterly Report filed on November 13, 2007 on Form 10-Q for the period
ended September 30, 2007, plus, in the case of Boone Pickens, the number of
shares issuable upon exercise of the Warrant.
(b) Boone Pickens has sole voting and sole dispositive power
over the 32,934,720 shares of Common Stock beneficially owned by him. Of these
shares, 16,539,720 shares are owned directly by him, 1,000,000 shares are owned
directly by Boone Pickens Interests Ltd., 395,000 shares are owned directly by
the BP Capital Funds and 15,000,000 shares are issuable to Boone Pickens upon
exercise of the Warrant (see Item 6 below).
Madeleine Pickens has sole voting and sole dispositive power
over the 3,000,000 shares of Common Stock owned directly by her.
(c) On December 6, 2007, the BP Capital Funds purchased
395,000 shares of Common Stock at a price of $13.85 per share. The transaction
was effected on the open market.
(d) Each of the BP Capital Funds has the right to receive or
the power to direct the receipt of dividends from, or the proceeds of sale from,
the shares owned by each of them individually. Boone Pickens Interests Ltd. has
the right to receive or the power to direct the receipt of dividends from, or
the proceeds of sale from, the shares owned by it.
(e) Not applicable.
Item 6: Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
On December 28, 2006, the Company issued to Boone Pickens a
five-year warrant (the "Warrant"), exercisable immediately upon its issuance, to
purchase up to 15,000,000 shares of Common Stock at an exercise price of $10.00
per share. The foregoing description of the Warrant is qualified in its entirety
by reference to the full text of the Warrant to Purchase Common Stock, a copy of
which is filed as Exhibit 10.26 to the Company's Registration Statement on Form
S-1/A dated March 27, 2007 (File No. 333-137124).
Pursuant to Rule 13d-1(k)(1) promulgated under the Exchange
Act, the Reporting Persons have entered into an agreement with respect to the
joint filing of this Schedule 13D, and any amendment or amendments hereto, which
is filed as Exhibit 99.2.
Item 7: Materials to be Filed as Exhibits
Item 99.1 Warrant to Purchase Common Stock dated
December 28, 2006 issued to Boone Pickens
(incorporated by reference to Exhibit 10.26
to the Company's Registration Statement on
Form S-1/A dated March 27, 2007 (File No.
333-137124))
Item 99.2 Joint Filing Agreement dated December 13,
2007
CUSIP No. 184499 10 1
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: December 13, 2007
/s/ Boone Pickens
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Name: Boone Pickens
/s/ Madeleine Pickens
-----------------------------------
Name: Madeleine Pickens
EXHIBIT INDEX
Item 99.1 Warrant to Purchase Common Stock dated December 28, 2006
issued to Boone Pickens (incorporated by reference to Exhibit
10.26 to the Company's Registration Statement on Form S-1/A
dated March 27, 2007 (File No. 333-137124))
Item 99.2 Joint Filing Agreement dated December 13, 2007
Exhibit 99.2
JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)(1)
The undersigned acknowledge and agree that the foregoing statement on Schedule
13D is filed on behalf of each of the undersigned and that all subsequent
amendments to this statement on Schedule 13D shall be filed on behalf of each of
the undersigned without the necessity of filing additional joint filing
agreements. The undersigned acknowledge that each shall be responsible for the
timely filing of such amendments, and for the completeness and accuracy of the
information concerning him or her contained therein, but shall not be
responsible for the completeness and accuracy of the information concerning the
other, except to the extent that he or she knows or has reason to believe that
such information is inaccurate. This Agreement may be executed in any number of
counterparts and all such counterparts taken together shall constitute one and
the same instrument.
Date: December 13, 2007
/s/ Boone Picken
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Boone Pickens
/s/ Madeleine Pickens
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Madeleine Pickens