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 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Littlefair Andrew J
2. Issuer Name and Ticker or Trading Symbol

Clean Energy Fuels Corp. [ CLNE ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
CEO and President
(Last)          (First)          (Middle)

C/O CLEAN ENERGY FUELS CORP., 4675 MACARTHUR COURT, SUITE 800
3. Date of Earliest Transaction (MM/DD/YYYY)

2/25/2019
(Street)

NEWPORT BEACH, CA 92660
(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

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
Stock Option (Right to Buy)   $2.19   2/25/2019     A      168525         (2) 2/25/2029   Common Stock   168525   $0   168525   D    
Stock Option (Right to Buy)   $2.19   2/25/2019     A      72225         (1) 2/25/2029   Common Stock   72225   $0   72225   D    

Explanation of Responses:
(1)  34%, 33% and 33% of the total shares subject to the stock option award vest on the first, second and third anniversary of the date of grant, respectively, if, as of each such date, the applicable Volume Hurdle has been achieved. For this purpose, the "Volume Hurdle" will have been achieved if, as of the applicable vesting date, the volume of gasoline gallon equivalents of natural gas delivered by the Issuer in its most recently completed fiscal year has increased by 10% or more relative to the volume of gasoline gallon equivalents of natural gas delivered by the Issuer in the fiscal year immediately preceding the Issuer's most recently completed fiscal year.
(2)  34% of the total shares subject to the stock option award vest on the first anniversary of the date of grant, and 33% vest on each anniversary thereafter until the award is fully vested.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Littlefair Andrew J
C/O CLEAN ENERGY FUELS CORP.
4675 MACARTHUR COURT, SUITE 800
NEWPORT BEACH, CA 92660
X
CEO and President

Signatures
/s/ J. Nathan Jensen, Attorney-in-Fact, for Andrew J. Littlefair 2/26/2019
** 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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