Form: 3

Initial statement of beneficial ownership of securities

May 24, 2007

Documents

SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES


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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1. Name and Address of Reporting Person*
PICKENS BOONE
(Last) (First) (Middle)
1400 WILLIAMS SQUARE WEST
5205 N OCONNOR BLVD
(Street)
IRVING TX 75039-3746
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
05/24/2007 		3. Issuer Name and Ticker or Trading Symbol
Clean Energy Fuels Corp. [ CLNE ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 25,042,653 I See footnote(1)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Warrant (right to buy) (2) 12/28/2011 Common Stock 15,000,000 10 D
Explanation of Responses:
1. Beneficial ownership of these shares include: (a) 6,894,270 shares (including shares held by the reporting person's spouse and certain of the Issuer's named executive officers and directors) over which the reporting person transferred ownership but possesses voting control pursuant to an agreement among the reporting person and the holders of such shares, which voting control will expire upon the closing of the Issuer's initial public offering; and (b) 1,000,000 shares held by Boone Pickens Interests Ltd. over which the reporting person possesses voting and investment control.
2. Immediately
Remarks:
/s/ Mitchell W. Pratt, Attorney-in-Fact 05/24/2007
** 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 5 (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.