Sec Form 3 Filing - TOTAL S.A. @ Clean Energy Fuels Corp. - 2018-05-09

FORM 3 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 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(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person TOTAL S.A. 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) 2, PLACE JEAN MILLIER, LA DEFENSE 6 3. Date of Earliest Transaction (MM/DD/YY) 05/09/2018 (Street) 92400 COURBEVOIE, I0 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction 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 Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 Election Right (Right to Buy) ( 1 ) $ 1.64 ( 4 ) ( 2 )( 3 ) ( 2 )( 3 ) Common Stock 30,498,520 ( 2 ) ( 3 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other TOTAL S.A. 2, PLACE JEAN MILLIER LA DEFENSE 6 92400 COURBEVOIE, I0 X Signatures /s/ Antoine Larenaudie, Group Treasurer, on behalf of Total S.A. 05/18/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )TOTAL S.A. ("Total") is the beneficial owner of the Stock Election Right (Right to Buy) through its wholly owned subsidiary Total Marketing Services S.A. ("Purchaser" and together with Total, the "Reporting Persons"). ( 2 )As described in further detail in the Schedule 13D filed by the Reporting Persons on May 18, 2018, pursuant to a Stock Purchase Agreement, dated May 9, 2018, between Purchaser and Issuer (the "Purchase Agreement"), Purchaser has a right (the "Stock Election Right") to purchase up to 30,498,520 shares of common stock ("Common Stock") of Clean Energy Fuels Corp. (the "Issuer"). Under the Purchase Agreement, the Issuer agreed to sell and issue to Purchaser, in a private placement, up to 50,856,296 shares of Common Stock pending, among other conditions, the Issuer obtaining the approval of its stockholders at its 2018 annual meeting of stockholders scheduled for Friday, June 8, 2018 (the "Annual Meeting") to both issue all such shares of Common Stock to be sold to Purchaser under the Purchase Agreement and amend the Issuer's Restated Certificate of Incorporation to increase the number of shares of Common Stock the Issuer is authorized to issue (the "Issuer Stockholder Approval"). ( 3 )(Continued from Footnote 2) If, however, the Issuer Stockholder Approval is not obtained at the Annual Meeting, then, at Purchaser's sole discretion, within two calendar weeks after the conclusion of the Annual Meeting, Purchaser may exercise the Stock Election Right and elect to purchase such fewer shares of Common Stock as described above. This Form 3 discloses the Stock Election Right pursuant to the Purchase Agreement that would become exercisable should (i) the Issuer Stockholder Approval not be obtained at the Annual Meeting and (ii) the other closing conditions under the Purchase Agreement be satisfied or waived. If the Issuer Stockholder Approval is obtained, however, and all other conditions under the Purchase Agreement are satisfied or waived, then Purchaser will purchase and subscribe for 50,856,296 shares of Common Stock and the Reporting Persons will file a Form 4 to reflect such purchase. ( 4 )Pursuant to the terms of the Purchase Agreement, if Purchaser exercises its Stock Election Right (and the other conditions are satisfied or waived, as described in Explanation (2) above), Purchaser will acquire the shares of Common Stock at a price of $1.64 per share, which price was determined based on the volume-weighted average price for Common Stock between March 23, 2018 and May 3, 2018.

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 Number.