4: Statement of changes in beneficial ownership of securities
Published on December 29, 2011
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIPFiled 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Clean Energy Fuels Corp. [ CLNE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/28/2011 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction 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) | |||
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| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 12/28/2011 | M | 1,500,000 | A | $10 | 18,039,720 | D | |||
| Common Stock | 1,700,000(1) | I | By Spouse | |||||||
| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. 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: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Warrant (Right to Buy) | $10 | 12/28/2011 | M | 1,500,000 | (2) | 12/28/2011 | Common Stock | 1,500,000 | $0 | 13,500,000 | D | ||||
| Warrant (Right to Buy) | $10 | 12/28/2011 | S(3) | 5,950,000 | (2) | 12/28/2011 | Common Stock | 5,950,000 | (3) | 7,550,000 | D | ||||
| Warrant (Right to Buy) | $10 | 12/28/2011 | S(4) | 2,550,000 | (2) | 12/28/2011 | Common Stock | 2,550,000 | (4) | 5,000,000 | D | ||||
| Warrant (Right to Buy) | $10 | 12/28/2011 | S(5) | 1,500,000 | (2) | 12/28/2011 | Common Stock | 1,500,000 | (5) | 3,500,000 | D | ||||
| Warrant (Right to Buy) | $10 | 12/28/2011 | S(6) | 1,000,000 | (2) | 12/28/2011 | Common Stock | 1,000,000 | (6) | 2,500,000 | D | ||||
| Warrant (Right to Buy) | $10 | 12/28/2011 | S(7) | 2,500,000 | (2) | 12/28/2011 | Common Stock | 2,500,000 | (7) | 0 | D | ||||
| Option (Right to Buy) | $22 | 12/28/2011 | P(3) | 2,975,000 | (2) | 12/28/2012 | Common Stock | 2,975,000 | (3) | 2,975,000 | D | ||||
| Opton (Right to Buy) | $22 | 12/28/2011 | P(4) | 1,275,000 | (2) | 12/28/2012 | Common Stock | 1,275,000 | (4) | 1,275,000 | D | ||||
| Option (Right to Buy) | $22 | 12/28/2011 | P(5) | 750,000 | (2) | 12/28/2012 | Common Stock | 750,000 | (5) | 750,000 | D | ||||
| Option (Right to Buy) | $22 | 12/28/2011 | P(6) | 500,000 | (2) | 12/28/2012 | Common Stock | 500,000 | (6) | 500,000 | D | ||||
| Option (Right to Buy) | $22 | 12/28/2011 | P(7) | 1,250,000 | (2) | 12/15/2013 | Common Stock | 1,250,000 | (7) | 1,250,000 | D | ||||
| Explanation of Responses: |
| 1. The reporting person disclaims any beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or any other purpose. |
| 2. Immediately. |
| 3. The reporting person transfered to a third party all of his right, title and interest in the Warrant with respect to 5,950,000 shares of common stock. In consideration of such transfer the third party granted the reporting person a one-year option to purchase 2,975,000 shares of common stock at a price of $22.00 per share. |
| 4. The reporting person transfered to a third party all of his right, title and interest in the Warrant with respect to 2,550,000 shares of common stock. In consideration of such transfer the third party granted the reporting person a one-year option to purchase 1,275,000 shares of common stock at a price of $22.00 per share. |
| 5. The reporting person transfered to a third party all of his right, title and interest in the Warrant with respect to 1,500,000 shares of common stock. In consideration of such transfer the third party granted the reporting person a one-year option to purchase 750,000 shares of common stock at a price of $22.00 per share. |
| 6. The reporting person transfered to a third party all of his right, title and interest in the Warrant with respect to 1,000,000 shares of common stock. In consideration of such transfer the third party granted the reporting person a one-year option to purchase 500,000 shares of common stock at a price of $22.00 per share. |
| 7. The reporting person transfered to a third party all of his right, title and interest in the Warrant with respect to 2,500,000 shares of common stock. In consideration of such transfer the third party granted the reporting person a two-year option to purchase 1,250,000 shares of common stock at a price of $22.00 per share. |
| /s/ Boone Pickens | 12/28/2011 | |
| ** 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 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 Number.