Form: 3

Initial statement of beneficial ownership of securities

December 3, 2010

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*
Grace Peter J.
(Last) (First) (Middle)
C/O CLEAN ENERGY FUELS CORP.
3020 OLD RANCH PARKWAY #400
(Street)
SEAL BEACH CA 90740
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
12/01/2010 		3. Issuer Name and Ticker or Trading Symbol
Clean Energy Fuels Corp. [ CLNE ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
SVP, Sales and Marketing
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 1,000 D
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
Stock Option (Right to Buy) (1) 10/02/2015 Common Stock 11,000 2.96 D
Stock Option (Right to Buy) (2) 05/23/2017 Common Stock 93,000 12 D
Stock Option (Right to Buy) (3) 12/12/2017 Common Stock 50,000 15.27 D
Stock Option (Right to Buy) (4) 12/09/2018 Common Stock 25,977 5.09 D
Stock Option (Right to Buy) (5) 01/01/2019 Common Stock 19,638 6.33 D
Stock Option (Right to Buy) (6) 10/08/2019 Common Stock 25,000 14.06 D
Explanation of Responses:
1. The stock option was granted to the Reporting Person under the Issuer's Amended and Restated 2002 Stock Option Plan. The stock option was fully vested as of December 1, 2010.
2. The stock option was granted to the Reporting Person under the Issuer's Amended and Restated 2006 Equity Incentive Plan (the "2006 Plan"). The stock option was fully vested as December 1, 2010.
3. The stock option was granted to the Reporting Person under the Issuer's 2006 Plan. 34% of the stock option shares vested on December 12, 2008, 33% of the stock option shares vested on December 12, 2009 and the remaining 33% of the stock option shares will vest on December 12, 2010.
4. The stock option was granted to the Reporting Person under the Issuer's 2006 Plan. 34% of the stock option shares vested on December 11, 2009, and the remaining stock option shares vest in 33% increments on each anniversary date thereafter until the stock option is fully vested.
5. The stock option was granted to the Reporting Person under the Issuer's 2006 Plan. 34% of the stock option shares vested on January 3, 2010, and the remaining stock option shares vest in 33% increments on each anniversary date thereafter until the stock option is fully vested.
6. The stock option was granted to the Reporting Person under the Issuer's 2006 Plan. 34% of the stock option shares vested on October 10, 2010, and the remaining stock option shares vest in 33% increments on each anniversary date thereafter until the stock option is fully vested.
/S/ Mitchell W. Pratt, Attorney-in-Fact 12/03/2010
** 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.