Statement of Changes in Beneficial Ownership (4)
April 04 2023 - 5:04PM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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
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Coghlin John |
2. Issuer Name and Ticker or Trading Symbol
OPAL Fuels Inc.
[
OPAL
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
General Counsel |
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(Last)
(First)
(Middle)
ONE NORTH LEXINGTON AVE, 14TH FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/31/2023 |
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(Street)
WHITE PLAINS, NY 10601 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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(City)
(State)
(Zip)
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Rule 10b5-1(c) Transaction Indication
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to
satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 options (right to buy) | $6.97 | 3/31/2023 | | A (1) | | 26616 | | (2)(3)(4)(5) | 3/31/2033 | Class A common stock | 26616.0 | $6.97 | 26616 | D | |
| Restricted Stock Units | (6) | 3/31/2023 | | A (1) | | 32282 | | (7)(8)(9)(10) | (6) | Class A common stock | 32282.0 | $0 | 57282 | D | |
| Restricted Stock Units | (6) | 3/31/2023 | | A (1) | | 50216 | | (8)(9)(10)(11) | (6) | Class A common stock | 50216.0 | $0 | 107498 | D | |
| Explanation of Responses: |
| (1) | Granted pursuant to the Issuer's 2022 Omnibus Equity Incentive Plan (the "Plan"). |
| (2) | The Reporting Person was granted an option to purchase shares of the Issuer's Class A common stock (the "Option") at an exercise price of $6.97 per share, which was the closing price per share of the Issuer's Class A common stock on March 31, 2023, as quoted on the Nasdaq Stock Market. The Option vests in three (3) equal installments on each of the following dates: (i) March 31, 2024, (ii) March 31, 2025, and (iii) March 31, 2026, provided, that the Reporting Person continues to provide services to the Issuer through the applicable vesting date. |
| (3) | In the event that the Reporting Person's employment is terminated by reason of the Reporting Person's disability or termination without cause, the Options shall vest with respect to the number of shares of Class A common stock that would have vested upon the next vesting date following such termination, had the Reporting Person remained an employee. |
| (4) | Notwithstanding the foregoing, upon the occurrence of a termination of employment by reason of the Reporting Person's (i) termination without cause; or (ii) resignation for good reason, in connection with or within the 24 months following the consummation of a Change in Control (as defined in the Plan and the relevant award agreement), any unvested portion of the Option shall accelerate and vest in full; |
| (5) | Upon the occurrence of a termination by reason of the Reporting Person's death, any unvested portion of the Option shall accelerate and vest in full. |
| (6) | Each restricted stock unit represents the contingent right to receive, at settlement, one share of the Issuers Class A common stock. |
| (7) | The restricted stock units vest in two equal installments on March 31, 2024 and March 31, 2025, provided that the Reporting Person continues to provide services to the Issuer through the applicable vesting date. |
| (8) | In the event that the Reporting Person's employment is terminated by reason of the Reporting Person's disability or termination without cause, the restricted stock units (the "RSUs") shall vest with respect to the number of RSUs that would have vested upon the next vesting date following such termination had the Reporting Person remained an employee |
| (9) | Notwithstanding the foregoing, upon the occurrence of a termination of employment by reason of the Reporting Person's (i) termination without cause; or (ii) resignation for good reason, in connection with or within the 24 months following the consummation of a Change in Control (as defined in the Plan and the relevant award agreement), any unvested portion of the RSUs shall accelerate and vest in full. |
| (10) | Upon the occurrence of a termination by reason of the Reporting Person's death, any unvested portion of the RSUs shall accelerate and vest in full. |
| (11) | The restricted stock units vest in three equal installments on March 31, 2024, March 31, 2025 and March 31, 2026, provided that the Reporting Person continues to provide services to the Issuer through the applicable vesting date. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Coghlin John
ONE NORTH LEXINGTON AVE, 14TH FLOOR
WHITE PLAINS, NY 10601 |
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| General Counsel |
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Signatures
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| /s/ John Coghlin | | 4/4/2023 |
| **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 control number. |
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