Statement of Changes in Beneficial Ownership (4)
June 18 2013 - 6:15PM
Edgar (US Regulatory)
FORM 4
[ ]
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
Estimated average burden
hours per response...
0.5
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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
*
PICKENS BOONE
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2. Issuer Name
and
Ticker or Trading Symbol
Clean Energy Fuels Corp.
[
CLNE
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
C/O CLEAN ENERGY FUELS CORP., 3020 OLD RANCH PARKWAY #400
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3. Date of Earliest Transaction
(MM/DD/YYYY)
6/14/2013
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(Street)
SEAL BEACH, CA 90740
(City)
(State)
(Zip)
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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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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)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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7.5% Convertible Promissory Note
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$15.80
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6/14/2013
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P
(1)
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1
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(2)
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(3)
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Common Stock
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1582278
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$22500000
(4)
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1
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D
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7.5% Convertible Promissory Note
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$15.80
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6/14/2013
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P
(1)
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1
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(2)
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(5)
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Common Stock
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1582278
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$22500000
(4)
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1
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D
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7.5% Convertible Promissory Note
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$15.80
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6/14/2013
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P
(6)
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1
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(2)
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(7)
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Common Stock
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949367
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$15000000
(6)
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1
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D
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Explanation of Responses:
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(
1)
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The Reporting Person purchased the Note on June 14, 2013, from Chesapeake NG Ventures Corporation ("Chesapeake"), an indirect wholly owned subsidiary of Chesapeake Energy Corporation.
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(
2)
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The Note is convertible into Common Stock of the Issuer ("Common Stock") at the Reporting Person's option upon issuance and, therefore, the Reporting Person is deemed to beneficially own the underlying Common Stock as of June 14, 2013.
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(
3)
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The entire principal balance of the Note is due and payable on July 11, 2018, and the Issuer may repay the Note in Common Stock or cash.
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(
4)
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The Reporting Person paid Chesapeake $22,500,000 for the Note.
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(
5)
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The entire principal balance of the Note is due and payable on July 10, 2019, and the Issuer may repay the Note in Common Stock or cash.
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(
6)
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The Reporting Person acquired the Note on June 14, 2013, from the Issuer by satisfying Chesapeake's obligation to deliver $15 million to the Issuer (the Reporting Person had previously assumed such obligation from Chesapeake).
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(
7)
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The entire principal balance of the Note is due and payable on June 14, 2020, and the Issuer may repay the Note in Common Stock or cash.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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PICKENS BOONE
C/O CLEAN ENERGY FUELS CORP.
3020 OLD RANCH PARKWAY #400
SEAL BEACH, CA 90740
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X
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X
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Signatures
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/s/ Mitchell W. Pratt, Attorney-in-Fact
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6/18/2013
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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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