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Filing Details

Accession Number:
0000899243-18-016147
Form Type:
4
Zero Holdings:
No
Publication Time:
2018-06-12 11:50:04
Reporting Period:
2018-06-08
Accepted Time:
2018-06-12 11:50:04
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
1368265 Clean Energy Fuels Corp. CLNE Crude Petroleum & Natural Gas (1311) I0
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
879764 S.a. Total 2, Place Jean Millier
La Defense 6
92400 Courbevoie I0
No No Yes No
1743086 S.a. Services Marketing Total 24 Cours Michelet
La Defense 10
92800 Puteaux I0
No No Yes No
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Common Stock Acquisiton 2018-06-08 50,856,296 $1.64 50,856,296 No 4 P Indirect By Total Marketing Services S.A.
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 P Indirect By Total Marketing Services S.A.
Reported Derivative Transactions
Sec. Name Sec. Type Acquisiton - Disposition Date Amount Price Amount - 2 Price - 2
Common Stock Stock Election Right (Right to Buy) Disposition 2018-06-08 30,498,520 $1.64 30,498,520 $1.64
Remaning Holdings Exercise Date Expiration Date Equity Swap Involved Transaction Form Type Transaction Code Nature of Ownership
0 No 4 J Direct
Footnotes
  1. As described in further detail in the Schedule 13D filed by TOTAL S.A. ("Total") and Total Marketing Services S.A. ("Purchaser" and together with Total, the "Reporting Persons") on May 18, 2018, Purchaser and Clean Energy Fuels Corp. (the "Issuer") entered into a stock purchase agreement on May 9, 2018 (the "Purchase Agreement"), pursuant to which (A) Purchaser agreed to purchase, and the Issuer agreed to sell and issue, 50,856,296 shares of the Issuer's common stock, par value $0.0001 per share ("Common Stock"), if certain closing conditions are satisfied or waived, including that the Issuer's stockholders approve (i) the issuance of all of the shares of Common Stock to be sold to Purchaser under the Purchase Agreement and
  2. (Continued from Footnote 1) (ii) an amendment to the Issuer's Restated Certificate of Incorporation to increase the number of shares of Common Stock the Issuer is authorized to issue ("Issuer Stockholder Approval"), or (B) Purchaser would have had the right (the "Stock Election Right"), exercisable in its sole discretion, to purchase 30,498,520 shares of Common Stock in the event the Issuer did not obtain the Issuer Stockholder Approval. At the Issuer's 2018 annual meeting of stockholders held on June 8, 2018, the Issuer Stockholder Approval was obtained. As a result, the Stock Election Right has been replaced with Purchaser's obligation to purchase of 50,856,296 shares of Common Stock, subject to the other standard and customary closing conditions and other terms set forth in the Purchase Agreement. The closing of the transaction and the issuance of the shares of Common Stock to Purchaser is expected to occur on June 13, 2018.