Sec Form 4 Filing - Pratt Mitchell W @ Clean Energy Fuels Corp. - 2020-02-25

Insider filing report for Changes in Beneficial Ownership
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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
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
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1. Name and Address of Reporting Person
Pratt Mitchell W
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 _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
COO and Secretary
(Last) (First) (Middle)
C/O CLEAN ENERGY FUELS CORP., 4675 MACARTHUR COURT, SUITE 800
3. Date of Earliest Transaction (MM/DD/YY)
02/25/2020
(Street)
NEWPORT BEACH, CA92660
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
Common Stock 02/25/2020 A( 1 ) 34,200 ( 2 ) A $ 0 722,449 ( 3 ) D
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 Option (Right to Buy) $ 2.56 02/25/2020 A 51,300 ( 2 ) 02/24/2030 Common Stock 5 1,300 $ 0 51,300 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Pratt Mitchell W
C/O CLEAN ENERGY FUELS CORP.
4675 MACARTHUR COURT, SUITE 800
NEWPORT BEACH, CA92660
COO and Secretary
Signatures
/s/ J. Nathan Jensen, Attorney-in-Fact, for Mitchell Pratt 02/26/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents an award of restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of the Issuer's common stock upon the vesting and settlement of the RSU.
( 2 )34% of the total shares subject to the RSU or stock option award, as applicable, vest on the first anniversary of the date of grant, and 33% vest on each anniversary thereafter until the award is fully vested.
( 3 )Includes 12,000 shares of the Issuer's common stock that were acquired upon the exercise for cash of an in-the-money stock option on March 19, 2012, which exercise was inadvertently not reported on a Statement of Changes in Beneficial Ownership on Form 4.

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).

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