Form: 4

Statement of changes in beneficial ownership of securities

September 21, 2021

SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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*
Pratt Mitchell W
(Last) (First) (Middle)
C/O CLEAN ENERGY FUELS CORP.
4675 MACARTHUR COURT, SUITE 800
(Street)
NEWPORT BEACH CA 92660
(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 10% Owner
X Officer (give title below) Other (specify below)
COO and Secretary
3. Date of Earliest Transaction (Month/Day/Year)
09/17/2021
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)
Code V Amount (A) or (D) Price
Common Stock 09/17/2021 M 12,852 A $2.19 721,661 I By Family Trust
Common Stock 09/17/2021 M 17,442 A $2.56 739,103 I By Family Trust
Common Stock 09/20/2021 M 30,000 A $2.19 769,103 I By Family Trust
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $2.19 09/17/2021 M 12,852 (2) 02/25/2029 Common Stock 12,852 $0 12,474(2) I By Family Trust
Stock Option (Right to Buy) $2.56 09/17/2021 M 17,442 (1) 02/25/2030 Common Stock 17,442 $0 33,858 I By Family Trust
Stock Option (Right to Buy) $2.19 09/20/2021 M 30,000 (1) 02/25/2029 Common Stock 30,000 $0 58,200 I By Family Trust
Explanation of Responses:
1. 34% of the total shares subject to stock option award, vested on the first anniversary of the date of grant, and 33% vest on each anniversary thereafter until the award is fully vested.
2. The remaining shares subject to the stock option award vest on the third anniversary of the grant date if, as of such date, the applicable Volume Hurdle has been achieved. For this purpose, the "Volume Hurdle" will have been achieved if, as of the applicable vesting date, the volume of gasoline gallon equivalents of natural gas delivered by the Issuer in its most recently completed fiscal year has increased by 10% or more relative to the volume of gasoline gallon equivalents of natural gas delivered by the Issuer in the fiscal year immediately preceding the Issuer's most recently completed fiscal year.
/s/ J. Nathan Jensen, Attorney-in-Fact, for Mitchell Pratt 09/21/2021
** 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.