Sec Form 4 Filing - ArcLight CTC Holdings II, L.P. @ 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 ArcLight CTC Holdings II, L.P. 2. Issuer Name and Ticker or Trading Symbol OPAL Fuels Inc. [ OPAL] 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) 200 CLARENDON ST, 55TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 07/21/2022 (Street) BOSTON, MA02116 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 9,639,076 A 9,639,076 D( 1 )( 2 )

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 Ordinary Shares ( 2 ) 07/21/2022 D( 2 ) 7,639,076 ( 2 ) ( 2 ) Class A Common Stock 7,639,076( 3 ) ( 2 ) 0( 2 ) D( 1 )( 2 ) Warrants ( 3 ) 07/21/2022 D( 3 ) 9,223,261 ( 3 ) ( 3 ) Class A Ordinary Shares 9,223,261( 3 ) ( 3 ) 9,223,261( 3 ) D( 1 )( 3 ) Warrants ( 3 ) 07/21/2022 A( 3 ) 9,223,261 ( 3 ) ( 3 ) Class A Common Stock 9,223,261( 3 ) ( 3 ) 9,223,261( 3 ) D( 1 )( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other ArcLight CTC Holdings II, L.P. 200 CLARENDON ST, 55TH FLOOR BOSTON, MA02116 X Signatures ARCLIGHT CTC HOLDINGS II, L.P. By: ACTC HOLDINGS GP II, LLC, its General Partner By: ARCLIGHT CAPITAL HOLDINGS, LLC, its Manager By: ACHP II, L.P., its Managing Member By: ACH GP, LLC, its General Partner By: /s/ Daniel R. Revers Title: Manager 07/25/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )9,639,076 shares of common stock, par value $0.0001 ("New OPAL Common Stock"), of New OPAL (as defined below) are held directly by ArcLight CTC Holdings, L.P. a Delaware limited liability partnership (the "Sponsor"). Daniel R. Revers has voting and investment discretion with respect to the securities held by the Sponsor, and thus may be deemed to have beneficial ownership of such securities. Mr. Revers expressly disclaims any such beneficial ownership of such securities, except to the extent of his individual pecuniary interests therein. The business address of Sponsor and Mr. Revers is 200 Clarendon Street, 55th Floor, Boston, MA, 02116. ( 2 )Pursuant to the Business Combination, dated December 2, 2021, by and among ArcLight Clean Transition Corp. II, a Cayman Islands exempted company (the "Company"), OPAL Fuels LLC, a Delaware limited liability company ("OPAL Fuels"), and OPAL HoldCo LLC, a Delaware limited liability company ("OPAL HoldCo"), the parties effected a business combination transaction ("Business Combination"), on July 21, 2022. In connection with the Business Combination, the Company domesticated as a Delaware corporation (the "Domestication") and changed its name to "OPAL Fules Inc." ("New OPAL"). In connection with the consummation of the Business Combination and the Domestication, 7,639,076 of Sponsor's Class B ordinary shares, par value $0.0001, of the Company, which were previously convertible into Class A ordinary shares, par value $0.0001, of the Company ("Class A ordinary shares") converted into shares of common stock, par value $0.0001, of New OPAL ("New OPAL Common Stock") simultaneously with the closing of the Business Combination. ( 3 )In connection with the consummation of the Business Combination, 9,223,261 of the private placement warrants of the Company ("ArcLight Private Placement Warrants") held by Sponsor, which previously entitled Sponsor to purchase one Class A Ordinary Share at a price of $11.50 per whole share at any time commencing on the later of one year from the closing of the Company's initial public offering or 30 days after the completion of an initial business combination of the Company, were converted into private placement warrants of New OPAL (each a "New OPAL Private Placement Warrant") simultaneously with the closing of the Business Combination, with each whole New OPAL Private Placement Warrant entitling the holder thereof to the right to purchase one share of New OPAL Common Stock.

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