SEC Form 4

FORM 4		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 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* PEARL FRANK H (Last) (First) (Middle) C/O PERSEUS, L.L.C. 2099 PENNSYLVANIA AVENUE, N.W. SUITE 900 (Street) WASHINGTON DC 20006 (City) (State) (Zip)	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 X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 12/04/2007
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	12/04/2007		J(1)		4,976,645	D	$0.00	1,388,326	I(1)(2)(3)(4)	I

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 (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 Securities Underlying Derivative Security (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: 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

Explanation of Responses:

1. On December 4, 2007, Perseus ENRG Investment, L.L.C. ("Perseus ENRG") distributed 5,364,971 shares to its members, Perseus 2000, L.L.C. ("Perseus 2000") and Perseus 2000 Expansion, L.L.C. ("Perseus 2000 Expansion") in accordance with its governing documents for no consideration. Also on December 4, 2007, Perseus 2000 and Perseus 2000 Expansion distributed these shares to their respective members in accordance with their respective governing documents and certain of these members distributed shares to their respective members in accordance with their respective governing documents.

2. Of the 1,388,326 shares reported herein, 1,000,000 shares are held by Perseus ENRG. As previously reported, Perseus 2000 and Perseus 2000 Expansion are the members of Perseus ENRG and have contributed to Perseus ENRG all of the Clean Energy Fuels Corp. stock that they owned. The managing member of Perseus 2000 is Perseus 2000 Management, L.L.C., the managing member of Perseus 2000 Management, L.L.C. is Perseus, L.L.C. and the managing member of Perseus, L.L.C. is Perseuspur, L.L.C. Similiarly, the managing member of Perseus 2000 Expansion is Perseus 2000 Expansion Management, L.L.C., and the managing member of Perseus 2000 Expansion Management, L.L.C. is Perseuspur, L.L.C. Frank H. Pearl, individually, owns 72.7% of Perseuspur, L.L.C. Mr. Pearl also is the sole director and sole shareholder of Rappahannock Investment Company, which in turn owns the remaining 27.3% of Perseuspur, L.L.C. (Continued to Footnote 3).

3. (Continued from Footnote 2) By virture of control over these entities, Mr. Pearl may be deemed beneficial owner of such 1,000,000 shares.

4. Of the remaining 388,326 shares reported herein, Perseus ENRG distributed 291,816 shares to Perseuspur, L.L.C., an entity Mr. Pearl controls. By virture of such control, Mr. Pearl may be deemed a beneficial owner of the 291,816 shares. Of the remaining 96,510 shares, Mr. Pearl disclaims beneficial ownership, except to the extent of his pecuniary interest therein.

Remarks:

	/s/ Kenneth M. Socha, Attorney-in-fact	12/06/2007
	** Signature of Reporting Person	Date
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.
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KNOW ALL BY THESE PRESENTS, that I, FRANK H. PEARL, hereby make, constitute and
appoint each of KENNETH M. SOCHA and TERESA Y. BERNSTEIN, each of them acting
singly, as my agent and attorney-in-fact for the purpose of executing in my
name, (a) in my personal capacity or (b) in my capacity as Chairman of, member
of or in other capacities with Perseus, L.L.C. ("Perseus") and each of its
affiliates, or entities advised by me or Perseus, all documents, certificates,
instruments, statements, filings and agreements ("documents") to be filed with
or delivered to any foreign or domestic governmental or regulatory body or
required or requested by any other person or entity pursuant to any legal or
regulatory requirement relating to the acquisition, ownership, management or
disposition of securities, futures contracts, or other investments, and any
other documents relating or ancillary thereto, including, but not limited to,
all documents relating to filings with the Commodities Futures Trading
Commission and National Futures Association, the United States Securities and
Exchange Commission (the "SEC") pursuant to the Commodities Exchange Act and the
Securities Act of 1933 or the Securities Exchange Act of 1934 (the "Act") and
the rules and regulations promulgated thereunder, including all documents
relating to the beneficial ownership of securities required to be filed with the
SEC pursuant to Section 13(d) or Section 16(a) of the Act and information
statements on Form 13F required to be filed with the SEC pursuant to Section
13(f) of the Act.

All past acts of either attorney-in-fact in furtherance of the foregoing are
hereby ratified and confirmed.

This power of attorney shall be valid from the date hereof until revoked by me.

The Power of Attorney dated as of May 9, 2007 is hereby revoked by me effective
as of the date hereof.

IN WITNESS WHEREOF, I have executed this instrument as of the 6th day of
December, 2007.


	/s/ Frank H. Pearl
	Frank H. Pearl