SCHEDULE 13D
(Rule 13d-101)
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Clean Energy Fuels Corp.
Common Stock
(Title of Class of Securities)
184499 10 1
Thomas Boone Pickens, Jr.
(Names of Reporting Persons)
Robert L. Stillwell
BP Capital, L.P.
8117 Preston Road, Suite 260
Dallas, Texas 75225
Telephone: (214) 265-4165
(Name, Address, and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 6, 2011
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this schedule because of
§§240.13d-1(e), 240.13d-1(f) or 204.13d-1(g), check the following box: o
Note: Schedules filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on
this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for
the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to
the liabilities of that section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
SCHEDULE 13D
This Amendment No. 3 (this “Amendment”) amends the Statement on Schedule 13D filed with the
Securities and Exchange Commission on December 13, 2007, as amended by Amendment No. 1 filed on
September 26, 2008 and Amendment No. 2 filed on January 29, 2010 (collectively, the “Schedule
13D”), on behalf of Boone Pickens and Madeleine Pickens (each, a “Reporting Person” and
collectively, the “Reporting Persons”) and is filed as a joint statement pursuant to Rule 13d-1(k)
promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Capitalized terms used but not defined in this Amendment shall have the meanings ascribed to such
terms in the Schedule 13D. Except as otherwise provided herein, each Item of the Schedule 13D
remains unchanged.
Item 1. Security and Issuer
Unchanged.
Item 2. Identity and Background
Unchanged.
Item 3. Source and Amount of Funds or Other Consideration
Unchanged.
Item 4. Purpose of Transaction
Unchanged.
Item 5. Interest in Securities of the Issuer
Unchanged.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the
Issuer
Item 6 is amended as of the date hereof by adding the following paragraph after the
penultimate paragraph thereof:
On June 6, 2011, Mr. Pickens and the Company entered into an amendment to the Warrant (the
“First Amendment”). Pursuant to the First Amendment, if Mr. Pickens exercises a portion of the
Warrant prior to December 28, 2011, the Company will extend the exercise period of the Warrant for
an identical number of shares for a length of time whereby the non-cash financial gain that the
Company recognizes due to the early exercise becomes identical to the non-cash financial charge the
Company recognizes with respect to such extension (the non-cash financial gain and the non-cash
financial charge will be calculated in accordance with U.S. generally accepted accounting
principles).
The foregoing description of the First Amendment is qualified in its entirety by reference to
the First Amendment.
Item 7. Material to Be Filed as Exhibits
The following is filed as an exhibit with this Amendment:
| 99.6 |
|
First Amendment to the Warrant to Purchase Common Shares of Clean Energy Fuels Corp., dated
as of June 6, 2011, by and between Boone Pickens and the Company. |
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