SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
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1. Name and Address of Reporting Person*
Grace Peter J.

(Last) (First) (Middle)
C/O CLEAN ENERGY FUELS CORP.
3020 OLD RANCH PARKWAY #400

(Street)
SEAL BEACH CA 90740

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
12/01/2010
3. Issuer Name and Ticker or Trading Symbol
Clean Energy Fuels Corp. [ CLNE ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
SVP, Sales and Marketing
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 1,000 D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) (1) 10/02/2015 Common Stock 11,000 2.96 D
Stock Option (Right to Buy) (2) 05/23/2017 Common Stock 93,000 12 D
Stock Option (Right to Buy) (3) 12/12/2017 Common Stock 50,000 15.27 D
Stock Option (Right to Buy) (4) 12/09/2018 Common Stock 25,977 5.09 D
Stock Option (Right to Buy) (5) 01/01/2019 Common Stock 19,638 6.33 D
Stock Option (Right to Buy) (6) 10/08/2019 Common Stock 25,000 14.06 D
Explanation of Responses:
1. The stock option was granted to the Reporting Person under the Issuer's Amended and Restated 2002 Stock Option Plan. The stock option was fully vested as of December 1, 2010.
2. The stock option was granted to the Reporting Person under the Issuer's Amended and Restated 2006 Equity Incentive Plan (the "2006 Plan"). The stock option was fully vested as December 1, 2010.
3. The stock option was granted to the Reporting Person under the Issuer's 2006 Plan. 34% of the stock option shares vested on December 12, 2008, 33% of the stock option shares vested on December 12, 2009 and the remaining 33% of the stock option shares will vest on December 12, 2010.
4. The stock option was granted to the Reporting Person under the Issuer's 2006 Plan. 34% of the stock option shares vested on December 11, 2009, and the remaining stock option shares vest in 33% increments on each anniversary date thereafter until the stock option is fully vested.
5. The stock option was granted to the Reporting Person under the Issuer's 2006 Plan. 34% of the stock option shares vested on January 3, 2010, and the remaining stock option shares vest in 33% increments on each anniversary date thereafter until the stock option is fully vested.
6. The stock option was granted to the Reporting Person under the Issuer's 2006 Plan. 34% of the stock option shares vested on October 10, 2010, and the remaining stock option shares vest in 33% increments on each anniversary date thereafter until the stock option is fully vested.
/S/ Mitchell W. Pratt, Attorney-in-Fact 12/03/2010
** 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 5 (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.
                                POWER OF ATTORNEY

         Know all by these presents, that the undersigned hereby constitutes and
appoints each of Mitchell W. Pratt, Richard R. Wheeler and Camela Krebs, signing
singly, the undersigned's true and lawful attorney-in-fact to:

(1) execute for and on behalf of the undersigned, in the undersigned's capacity
as an officer, director or beneficial owner of more than ten percent of any
registered class of the securities of Clean Energy Fuels Corp., or more of its
subsidiaries (the "Company"), SEC Form ID - Uniform Application for Access Codes
to File On EDGAR;

(2) execute for and on behalf of the undersigned, in the undersigned's capacity
as an officer, director or beneficial owner of more than ten percent of any
registered class of the securities of the Company, Forms 3, 4 and 5 in
accordance with Section 16(a) of the Securities Exchange Act of 1934 and the
rules thereunder;

(3) do and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to complete and execute any such Form ID or Form
3, 4 or 5 and file such form with the United States Securities and Exchange
Commission and any stock exchange or similar authority; and

(4) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
and in the best interest of, or legally required by, the undersigned.

         The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and rights
and powers herein granted. The undersigned acknowledges that the foregoing
attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934.

         This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.

         IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 11th day of November, 2010.

                                           Signature: /S/ Peter Grace
                                                      ---------------------
                                           Print Name:  Peter Grace
                                           Title:       SVP, Sales and Marketing