STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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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^*

Pickens Madeleine

(Last)

(First)

(Middle)

8117 PRESTON ROAD

SUITE 260

(Street)

DALLAS

75225

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Clean Energy Fuels Corp. [ CLNE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/28/2011

4. 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 Acquired, Disposed of, or Beneficially Owned**
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/28/2011		M		1,500,000	A	$10	18,039,720⁽¹⁾	I	By Spouse
Common Stock								1,700,000	D

**Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned**
**(e.g., puts, calls, warrants, options, convertible securities)**
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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⁽¹⁾	I	By Spouse
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⁽¹⁾	I	By Spouse
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⁽¹⁾	I	By Spouse
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⁽¹⁾	I	By Spouse
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⁽¹⁾	I	By Spouse
Warrant (Right to Buy)	$10	12/28/2011		S⁽⁷⁾			2,500,000	⁽²⁾	12/28/2011	Common Stock	2,500,000	⁽⁷⁾	0	I	By Spouse
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⁽¹⁾	I	By Spouse
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⁽¹⁾	I	By Spouse
Option (Right to Buy)	$22	12/28/2011		P⁽⁵⁾		750,000		⁽²⁾	12/28/2012	Common Stock	750,000	⁽⁵⁾	750,000⁽¹⁾	I	By Spouse
Option (Right to Buy)	$22	12/28/2011		P⁽⁶⁾		500,000		⁽²⁾	12/28/2012	Common Stock	500,000	⁽⁶⁾	500,000⁽¹⁾	I	By Spouse
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⁽¹⁾	I	By Spouse

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 spouse of 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 spouse of 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 spouse of 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 spouse of 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 spouse of 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 spouse of 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 spouse of 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 spouse of 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 spouse of 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 spouse of 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/ Richard R. Wheeler, Attorney-in-Fact	12/29/2011
	** 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.

4: Statement of changes in beneficial ownership of securities

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP