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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
7.5% Convertible Promissory Note | $ 15.8 | 11/16/2017 | S(1) | 1 | (2) | (3) | Common Stock | 1,582,278 | $ 21,250,000 | 0 | D | ||||
7.5% Convertible Promissory Note | $ 15.8 | 11/16/2017 | S(1) | 1 | (2) | (4) | Common Stock | 949,367 | $ 12,750,000 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
PICKENS BOONE C/O CLEAN ENERGY FUELS CORP. 4675 MACARTHUR COURT, SUITE 800 NEWPORT BEACH, CA 92660 |
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/s/ J. Nathan Jensen, Attorney-in-Fact | 11/17/2017 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | On November 16, 2017, the Reporting Person sold to a third party certain 7.5% Convertible Promissory Notes of the Issuer (each, a "Note"). |
(2) | The Note is convertible into the Issuer's common stock ("Common Stock") at the option of the holder. |
(3) | The entire principal balance of the Note is due and payable on July 10, 2019, and the Issuer is permitted to repay the Note in Common Stock or cash. |
(4) | The entire principal balance of the Note is due and payable on June 14, 2020, and the Issuer is permitted to repay the Note in Common Stock or cash. |