- Amended Statement of Beneficial Ownership (SC 13D/A)
November 22 2010 - 4:31PM
Edgar (US Regulatory)
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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13D/A
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Under the Securities Exchange Act
of 1934
(Amendment No. 1)*
(Name of Issuer)
Common
Stock, par value $0.0001 per share
(Title of Class of
Securities)
(CUSIP Number)
Bradley
N. Miller
B&M Miller Equity Holdings Inc.
c/o Clean Energy Fuels Corp.
3020 Old Ranch Parkway, Suite 400
Seal Beach, California 90740
Telephone: (562) 493-2804
(Name, Address and
Telephone Number of Person
Authorized to Receive Notices and Communications)
(Date of Event Which
Requires Filing of this Statement)
If the filing person has previously filed a statement
on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box.
o
Note
: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See § 240.13d-7(b) for
other parties to whom copies are to be sent.
*
The remainder of this cover page shall be
filled out for a reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this
cover page shall not be deemed to be "filed" for the purpose of
Section 18 of the Securities Exchange Act of 1934 ("Act") or
otherwise subject to the liabilities of that section of the Act but shall be
subject to all other provisions of the Act (however, see the Notes).
CUSIP No.
184499 10 1
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1
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Names of Reporting Persons
Bradley N. Miller
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2
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Check the Appropriate Box
if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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o
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3
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SEC Use Only
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4
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Source of Funds (See
Instructions)
OO
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5
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Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
o
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6
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Citizenship or Place of Organization
Canada
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7
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Sole Voting Power
2,345,008 shares
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8
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Shared Voting Power
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9
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Sole Dispositive Power
2,345,008 shares
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10
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Shared Dispositive Power
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11
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Aggregate Amount
Beneficially Owned by Each Reporting Person
2,345,008 shares
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12
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Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
o
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13
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Percent of Class
Represented by Amount in Row (11)
3.37%
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14
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Type of Reporting Person
(See Instructions)
IN
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2
CUSIP No.
184499 10 1
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1
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Names of Reporting Persons
B&M Miller Equity Holdings Inc.
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2
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Check the Appropriate Box
if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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o
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3
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SEC Use Only
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4
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Source of Funds (See
Instructions)
OO
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5
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Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
o
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6
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Citizenship or Place of Organization
British Columbia
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7
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Sole Voting Power
2,345,008 shares
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8
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Shared Voting Power
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9
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Sole Dispositive Power
2,345,008 shares
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10
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Shared Dispositive Power
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11
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Aggregate Amount
Beneficially Owned by Each Reporting Person
2,345,008 shares
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12
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Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
o
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13
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Percent of Class
Represented by Amount in Row (11)
3.37%
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14
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Type of Reporting Person
(See Instructions)
CO
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3
ITEM 1. Security and Issuer.
This
Amendment No. 1 (the Amendment) amends and supplements that certain
Statement on Schedule 13D filed with the Securities and Exchange
Commission (the Commission) on September 17, 2010 (the Schedule 13D)
relating to shares of common stock, par value $0.0001 per share (the Issuer
Common Stock), of Clean Energy Fuels Corp., a Delaware corporation (the Issuer).
The principal executive offices of the Issuer are located at 3020 Old Ranch
Parkway, Suite 400, Seal Beach, California 90740.
The
Reporting Persons are filing this Amendment to report (i) changes in their
beneficial ownership since the date of the Schedule 13D and (ii) that the
Reporting Persons have ceased to be beneficial owners of more than five percent
of the outstanding Issuer Common Stock as of September 22, 2010.
Capitalized
terms used herein and not otherwise defined in this Amendment shall have the
meanings set forth in the Schedule 13D. Except as specifically set forth
herein, the Schedule 13D remains unmodified.
ITEM 5. Interest in Securities of the Issuer.
The
Reporting Persons have beneficial ownership of an aggregate of
2,345,008
shares of
Issuer Common Stock. Based on an aggregate of 69,597,678 shares of Issuer
Common Stock outstanding as of November 18, 2010, the Reporting Persons
beneficially own 3.37% of outstanding Issuer Common Stock.
The
Reporting Persons each have the sole power to vote and dispose of the
2,345,008
shares of
Issuer Common Stock beneficially owned by them. The Reporting Persons have
ceased to be beneficial owners of more than five percent of the outstanding
Issuer Common Stock as of September 22, 2010.
During
the past sixty days, B&M has sold shares of Issuer Common Stock in open
market transactions as follows:
Date
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Shares Sold
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Price
(per share)
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Trade Range
(per share)
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September 22, 2010
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179,500
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$
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15.3223
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$14.86 - $15.85
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September 22, 2010
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26,900
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$
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16.0063
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$15.86 - $16.175
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September 27, 2010
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150,000
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$
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14.7466
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$14.54 - $15.25
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October 4, 2010
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1,833
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$
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14.02
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$14.00 - $14.03
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October 6, 2010
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80,818
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$
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14.1289
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$14.00 - $14.26
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October 8, 2010
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64,799
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$
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14.0471
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$14.00 - $14.1102
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October 11, 2010
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52,550
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$
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14.1361
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$14.04 - $14.36
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November 15, 2010
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100,000
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$
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14.30
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$14.25 - $14.35
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November 16, 2010
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21,600
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$
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14.26
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$14.25 - $14.30
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November 17, 2010
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154,160
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$
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14.01
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$14.00 - $14.12
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November 18, 2010
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224,240
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$
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14.05
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$14.00 - $14.20
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The
Reporting Persons will provide, upon request by the SEC, full information
regarding the number of shares sold at each separate price within the trade
range set forth in the table above.
4
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Amendment is true, complete and correct.
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Date:
November 22, 2010
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BRADLEY
N. MILLER
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/s/
Bradley N. Miller
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Bradley
N. Miller
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B&M
MILLER EQUITY HOLDINGS INC.
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/s/
Bradley N. Miller
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By:
Bradley N. Miller
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Title:
President
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5
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