Form D

Notice of Exempt Offering of Securities

Item 1. Issuer's Identity

Name of Issuer:
CLEAN ENERGY FUELS CORP.
Jurisdiction of Incorporation/Organization
DE
Year of Incorporation/Organization
Over Five Years Ago

Previous Name(s)

  • CLEAN ENERGY FUELS, CORP.
Entity Type
CORPORATION

Item 2 Issuer Principal Place of Business and Contact Information

3020 OLD RANCH PARKWAY, SUITE 400
SEAL BEACH, CA 90740
Phone Number: subscription required

Item 3. Related Persons

Name
ANDREW J. LITTLEFAIR
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
RICHARD R. WHEELER
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response

Item 3. Related Persons

Name
JAMES N. HARGER
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response

Item 3. Related Persons

Name
MITCHELL W. PRATT
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response

Item 3. Related Persons

Name
BARCLAY F. CORBUS
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response

Item 3. Related Persons

Name
WARREN I. MITCHELL
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
JOHN S. HERRINGTON
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
JAMES C. MILLER III
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
BOONE PICKENS
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
KENNETH M. SOCHA
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
VINCENT C. TAORMINA
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
JAMES E. O'CONNOR
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 4. Industry Group

OIL AND GAS

Item 5. Issuer Size

Revenue Range (for issuer not specifying "hedge" or "other investment" fund in Item 4 above)
DECLINE TO DISCLOSE

Item 6. Federal Exemptions and Exclusions Claimed

Item 7. Type of Filing

New Notice
Date of First Sale in this Offering:
11/07/2012

Item 8. Duration of Offering

Does the issuer intend this offering to last more than one year?
No

Item 9. Type(s) of Securities Offered

  • Option, Warrant or Other Right to Acquire Another Security
  • Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security

Item 10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?
No
Clarification of Response

Item 11. Minimum Investment

Minimum Investment accepted from any outside investor
0

Item 13. Offering and Sales Amounts

Total Offering Amount
56200000
Total Amount Sold
56200000
Total Remaining to be Sold
0
Clarification of Response
$56.2MM IS THE WARRANT SHARE MARKET VALUE ON 11-7-12. THE ISSUER HAS RECEIVED CONSIDERATION FOR THE WARRANT AT LEAST EQUAL SUCH AMOUNT DUE TO VARIOUS STRATEGIC AND ECONOMIC BENEFITS TO THE ISSUER. SEE THE ISSUER'S FORM 8-K DATED 11-7-12 FOR MORE INFO.

Item 14. Investors

Securities in the offering have been or may be sold to persons who do not qualify as accredited investors,
Number of non-accredited investors who already have invested in the offering:
Total number of investors who already have invested in the offering:
1

Item 15. Sales Commissions and Finders' Fees Expenses

Sales Commissions:
0.0
Finders' Fees
0.0
Clarification of Response

Item 16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers,directors or promoters in response to Item 3 above.
0.0
Clarification of Response

Signature and Submission

Issuer Name
CLEAN ENERGY FUELS CORP.
Issuer Signature
J. NATHAN JENSEN
Signer Name
J. NATHAN JENSEN
Signer Title
VICE PRESIDENT GENERAL COUNSEL
Signature Date
11/16/2012

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