Sec Form 4 Filing - Comora Mark S @ OPAL Fuels Inc. - 2022-07-21

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 Comora Mark S 2. Issuer Name and Ticker or Trading Symbol OPAL Fuels Inc. [ OPAL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) ONE NORTH LEXINGTON AVENUE, 14TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 07/21/2022 (Street) WHITE PLAINS, NY10601 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 Class A Common Stock 07/21/2022 A 880,600( 1 ) A $ 10 880,600 I Through Fortistar LLC Class D Common Stock 07/21/2022 A 142,377,450( 2 )( 3 ) A $ 0 143,258,050 I Through OPAL HoldCo LLC Class D Common Stock 07/21/2022 A 2,021,587( 2 )( 4 ) A $ 0 145,279,637 I Through Hillman RNG Investments, LLC

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 Class B Common Units of OPAL Fuels LLC ( 5 ) 07/21/2022 A( 6 ) 142,377,450 ( 5 ) ( 5 ) Class C Common Stock 142,377,450 $ 0 142,377,450 I Through OPAL HoldCo LLC Class B Common Units of OPAL Fuels LLC ( 5 ) 07/21/2022 A( 6 ) 2,021,587 ( 5 ) ( 5 ) Class C Common Stock 2,021,587 $ 0 2,021,587 I Through Hillman RNG Investments, LLC

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Comora Mark S ONE NORTH LEXINGTON AVENUE, 14TH FLOOR WHITE PLAINS, NY10601 X X Signatures /s/ John Coghlin, as Attorney-in-Fact 07/25/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reported amount of shares of Class A Common Stock were purchased by Fortistar LLC ("Fortistar") for a purchase price of $10.00 per share, pursuant to the terms of that certain Subscription Agreement, dated December 2, 2021, between ArcLight Clean Transition Corp. II and Fortistar. Each holder of Class A Common Stock will be entitled to one vote for each share of Class A Common Stock held of record by such holder on all matters on which stockholders generally are entitled to vote. Mr. Comora controls Fortistar as its President and Sole Member and he is deemed to have beneficial ownership of the securities held by Fortistar. ( 2 )The reported amount of shares of Class D Common Stock were received as consideration in connection with the Business Combination Agreement, as defined in the Issuer's prospectus filed with the Securities and Exchange Commission on June 27, 2022 (the "Business Combination Agreement"), with the number of such shares of Class D common stock equal to the number of Class B Common Units of OPAL Fuels LLC received by the reporting person as consideration for common units of OPAL Fuels LLC in connection with the Business Combination Agreement. Shares of Class D Common Stock have no economic value but entitle the holder thereof to five votes per share for each share of Class D Common Stock held of record by such holder on all matters on which stockholders generally are entitled to vote. The Issuer is the managing member of OPAL Fuels LLC, a Delaware limited liability company, which directly or indirectly holds substantially all of the consolidated assets and business of the Issuer. ( 3 )The reported amount of shares of Class D Common Stock consists of 142,377,450 shares of Class D Common Stock owned of record by OPAL HoldCo LLC ("OPAL HoldCo"), but excludes an aggregate of 9,657,625 shares of Class D Common Stock potentially issuable to OPAL HoldCo in connection with the First Earnout Tranche and Second Earnout Tranche, as described in the Issuer's prospectus filed with the Securities and Exchange Commission on June 27, 2022 (File No. 333-262583) (the "First Earnout Tranche" and the "Second Earnout Tranche"). Mr. Comora controls OPAL HoldCo through Fortistar and certain of its subsidiaries and affiliates. Accordingly, the reporting person is deemed to have beneficial ownership of the securities held by OPAL Holdco. ( 4 )The reported amount of shares of Class D Common Stock consists of 2,021,587 shares of Class D Common Stock owned of record by Hillman RNG Investments, LLC ("Hillman"), but excludes an aggregate of 137,127 shares of Class D Common Stock potentially issuable to Hillman in connection with the First Earnout Tranche and Second Earnout Tranche. Mr. Comora controls Hillman through Fortistar and certain of its subsidiaries and affiliates. Accordingly, the reporting person is deemed to have beneficial ownership of the securities held by Hillman. ( 5 )The Class B Common Units of OPAL Fuels LLC are redeemable at any time by the Reporting Person for, at the election of the Issuer, newly-issued Class C common stock on a one-for-one basis or a cash payment equal to the volume weighted average market price of one Class C common stock for each Class B Common Unit redeemed. Upon the redemption of any Class B Common Units, a number of Class D common stock equal to the number of Class B Common Units that are redeemed will be cancelled by the Issuer for no consideration. ( 6 )Represents Class B Common Units received as consideration for common units of OPAL Fuels LLC in connection with the Business Combination Agreement.

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).

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