FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Pickens Madeleine 		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)
(Last)          (First)          (Middle)

8117 PRESTON ROAD, SUITE 260 		3. Date of Earliest Transaction (MM/DD/YYYY)

12/28/2011
(Street)

DALLAS, TX 75225
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   12/28/2011     M    1500000   A $10   18039720   (1) I   By Spouse  
Common Stock                  1700000   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
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
Warrant (Right to Buy)   $10   12/28/2011     M         1500000      (2) 12/28/2011   Common Stock   1500000   $ 0   13500000   (1) I   By Spouse  
Warrant (Right to Buy)   $10   12/28/2011     S   (3)       5950000      (2) 12/28/2011   Common Stock   5950000     (3) 7550000   (1) I   By Spouse  
Warrant (Right to Buy)   $10   12/28/2011     S   (4)       2550000      (2) 12/28/2011   Common Stock   2550000     (4) 5000000   (1) I   By Spouse  
Warrant (Right to Buy)   $10   12/28/2011     S   (5)       1500000      (2) 12/28/2011   Common Stock   1500000     (5) 3500000   (1) I   By Spouse  
Warrant (Right to Buy)   $10   12/28/2011     S   (6)       1000000      (2) 12/28/2011   Common Stock   1000000     (6) 2500000   (1) I   By Spouse  
Warrant (Right to Buy)   $10   12/28/2011     S   (7)       2500000      (2) 12/28/2011   Common Stock   2500000     (7) 0   I   By Spouse  
Option (Right to Buy)   $22   12/28/2011     P   (3)    2975000         (2) 12/28/2012   Common Stock   2975000     (3) 2975000   (1) I   By Spouse  
Opton (Right to Buy)   $22   12/28/2011     P   (4)    1275000         (2) 12/28/2012   Common Stock   1275000     (4) 1275000   (1) I   By Spouse  
Option (Right to Buy)   $22   12/28/2011     P   (5)    750000         (2) 12/28/2012   Common Stock   750000     (5) 750000   (1) I   By Spouse  
Option (Right to Buy)   $22   12/28/2011     P   (6)    500000         (2) 12/28/2012   Common Stock   500000     (6) 500000   (1) I   By Spouse  
Option (Right to Buy)   $22   12/28/2011     P   (7)    1250000         (2) 12/15/2013   Common Stock   1250000     (7) 1250000   (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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Pickens Madeleine
8117 PRESTON ROAD
SUITE 260
DALLAS, TX 75225
X


Signatures
/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 control number.
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