FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT 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

OMB APPROVAL OMB Number: 3235-0287 Expires: January 31, 2005 Estimated average burden hours per response... 0.5

(Print or Type Responses)

1. Name and Address of Reporting Person * PICKENS BOONE   2. Issuer Name and Ticker or Trading Symbol Clean Energy Fuels Corp. [CLNE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O CLEAN ENERGY FUELS CORP., 3020 OLD RANCH PARKWAY #400 3. Date of Earliest Transaction (Month/Day/Year) 12/28/2011 (Street) SEAL BEACH, CA 90740 4. If Amendment, Date 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 (City) (State) (Zip) 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 12/28/2011   M   1,500,000 A $ 10 18,039,720 D   Common Stock               1,700,000 (1) I By Spouse

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)

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 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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrant (Right to Buy)	$ 10	12/28/2011		M			1,500,000	(2)	12/28/2011	Common Stock	1,500,000	$ 0	13,500,000	D
Warrant (Right to Buy)	$ 10	12/28/2011		S(3)			5,950,000	(2)	12/28/2011	Common Stock	5,950,000	(3)	7,550,000	D
Warrant (Right to Buy)	$ 10	12/28/2011		S(4)			2,550,000	(2)	12/28/2011	Common Stock	2,550,000	(4)	5,000,000	D
Warrant (Right to Buy)	$ 10	12/28/2011		S(5)			1,500,000	(2)	12/28/2011	Common Stock	1,500,000	(5)	3,500,000	D
Warrant (Right to Buy)	$ 10	12/28/2011		S(6)			1,000,000	(2)	12/28/2011	Common Stock	1,000,000	(6)	2,500,000	D
Warrant (Right to Buy)	$ 10	12/28/2011		S(7)			2,500,000	(2)	12/28/2011	Common Stock	2,500,000	(7)	0	D
Option (Right to Buy)	$ 22	12/28/2011		P(3)		2,975,000		(2)	12/28/2012	Common Stock	2,975,000	(3)	2,975,000	D
Opton (Right to Buy)	$ 22	12/28/2011		P(4)		1,275,000		(2)	12/28/2012	Common Stock	1,275,000	(4)	1,275,000	D
Option (Right to Buy)	$ 22	12/28/2011		P(5)		750,000		(2)	12/28/2012	Common Stock	750,000	(5)	750,000	D
Option (Right to Buy)	$ 22	12/28/2011		P(6)		500,000		(2)	12/28/2012	Common Stock	500,000	(6)	500,000	D
Option (Right to Buy)	$ 22	12/28/2011		P(7)		1,250,000		(2)	12/15/2013	Common Stock	1,250,000	(7)	1,250,000	D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
PICKENS BOONE C/O CLEAN ENERGY FUELS CORP. 3020 OLD RANCH PARKWAY #400 SEAL BEACH, CA 90740	X	X

Signatures

/s/ Boone Pickens		12/28/2011
**Signature of Reporting Person		Date

Explanation of Responses:

*	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)	The reporting person disclaims any beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or any other purpose.
(2)	Immediately.
(3)	The reporting person transfered to a third party all of his right, title and interest in the Warrant with respect to 5,950,000 shares of common stock. In consideration of such transfer the third party granted the reporting person a one-year option to purchase 2,975,000 shares of common stock at a price of $22.00 per share.
(4)	The reporting person transfered to a third party all of his right, title and interest in the Warrant with respect to 2,550,000 shares of common stock. In consideration of such transfer the third party granted the reporting person a one-year option to purchase 1,275,000 shares of common stock at a price of $22.00 per share.
(5)	The reporting person transfered to a third party all of his right, title and interest in the Warrant with respect to 1,500,000 shares of common stock. In consideration of such transfer the third party granted the reporting person a one-year option to purchase 750,000 shares of common stock at a price of $22.00 per share.
(6)	The reporting person transfered to a third party all of his right, title and interest in the Warrant with respect to 1,000,000 shares of common stock. In consideration of such transfer the third party granted the reporting person a one-year option to purchase 500,000 shares of common stock at a price of $22.00 per share.
(7)	The reporting person transfered to a third party all of his right, title and interest in the Warrant with respect to 2,500,000 shares of common stock. In consideration of such transfer the third party granted the reporting person a two-year option to purchase 1,250,000 shares of common stock at a price of $22.00 per share.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.