Sec Form 4 Filing - OPAL HoldCO LLC @ OPAL Fuels Inc. - 2024-03-12

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

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 OPAL HoldCO LLC 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) ONE NORTH LEXINGTON AVENUE, 14TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 03/12/2024 (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 D common stock 03/12/2024 C 71,500,000 D 70,877,450 D Class B common stock 03/12/2024 C 71,500,000 A 71,500,000 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 Class B Common Units of OPAL Fuels LLC ( 2 ) ( 2 ) ( 2 ) Class C common stock 142,377,450 142,377,450 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other OPAL HoldCO LLC ONE NORTH LEXINGTON AVENUE, 14TH FLOOR WHITE PLAINS, NY10601 X Signatures /s/ John Coghlin as Attorney-in-Fact 03/14/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to the Certificate of Incorporation of OPAL Fuels Inc. (the "Company"), each share of Class D common stock of the Company is convertible into one share of Class B common stock of the Company at the option of the holder thereof at any time upon written notice to the Company. No conversion price is required to be paid in connection with such conversion. On March 12, 2024, OPAL HoldCo LLC delivered notice to the Company of its election to convert 71,500,000 shares of Class D common stock into a corresponding number of shares of Class B common stock. ( 2 )The Class B Common Units of OPAL Fuels LLC are redeemable at any time by the reporting person for, at the election of the Company, 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.

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.