UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): December 8, 2009

 

CLEAN ENERGY FUELS CORP.

(Exact Name of Registrant as Specified in Charter)

 

 

 

(562) 493-2804

(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 7.01.                                           Regulation FD Disclosure.

 

James N. Harger, our Chief Marketing Officer, adopted a Rule 10b5-1 Sales Plan on December 7, 2009 (the “December Plan”).  This is in addition to the Rule 10b5-1 Sales Plan Mr. Harger adopted on September 4, 2009 as previously disclosed on our Form 8-K filed September 22, 2009, which is incorporated herein by reference.  Under the December Plan, the broker may sell a specified amount of common stock to be acquired upon the exercise of stock options on or after a specific trading day in 2009, beginning after January 8, 2009, provided that the price per underlying share is at or above a price specified in the plan.  The maximum number of shares that may be sold during the duration of the December Plan is equal to 5.32% of Mr. Harger’s equity holdings as of December 8, 2009 (including vested and unvested stock options).  The maximum number of shares that may be sold during the duration of both the 10b5-1  Sales Plan adopted September 4, 2009 and the December Plan in the aggregate is equal to 8.88% of Mr. Harger’s equity holdings as of December 8, 2009 (including vested and unvested stock options).  The December Plan will terminate upon the earliest of (i) December 30, 2011, (ii) the date that Mr. Harger provides written notice to the broker of the termination of the plan, (iii) the completion of all sales contemplated by the plan, (iv) the conclusion of Mr. Harger or the broker that the plan or the sales are not in compliance with Rule 10b5-1 or other applicable securities laws, or (v) other termination provisions specified in the plan.

 

Rule 10b5-1 permits officers and directors of public companies to adopt pre-determined plans for buying or selling specified amounts of stock.   The summary of the December Plan entered in to by Mr. Harger is not intended to be a comprehensive description of the terms of the plan.  The plan is intended to comply with our Insider Trading Policy and with the provisions of Rule 10b5-1 under the Securities Exchange Act of 1934, as amended.  All sales of common stock under the plan will be reported through appropriate filings with the Securities and Exchange Commission.  Our executive officers and directors enter into Rule 10b5-1 Sales Plans to diversify their assets and obtain liquidity to meet financial obligations and for estate planning purposes.  We do not undertake any obligation to report Rule 10b5-1 Plans that may be adopted by any of our directors or officers from time to time, or to report any modification or termination of such plans.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: December 8, 2009		Clean Energy Fuels Corp.
	By:	/s/ Richard R. Wheeler
		Name:  Richard R. Wheeler
		Title: Chief Financial Officer

 

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