Sec Form 13G Filing - ArcLight CTC Holdings II L.P. filing for OPAL FUELS INC (OPAL) - 2022-02-11

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

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.

  Names of Reporting Persons

  ArcLight CTC Holdings II, L.P.

  Check The Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  Delaware

Number of

Shares

 Beneficially 

Owned By

Each

Reporting

Person

With

  Sole Voting Power

  0

  Shared Voting Power

  16,862,337⁽¹⁾

  Sole Dispositive Power

  0)

  Shared Dispositive Power

  16,862,337⁽¹⁾

  Aggregate Amount Beneficially Owned by Each Reporting Person

  16,862,337⁽¹⁾

  Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares

&# xA0;

  ☐

  Percent of Class Represented By Amount in Row (9)

  35.15%⁽²⁾

  Type of Reporting Person (See Instructions)

  PN

Represents 16,862,337 Class A ordinary shares acquirable in respect of (i) 7,639,076 Class B ordinary shares, par value $0.0001 per share (“Class B Shares”), convertible one-for-one into the Issuer’s Class A ordinary shares at the time of the Issuer’s initial business combination, or earlier at the option of the holder and (ii) 9,223,261 private placement warrants to acquire Class A ordinary shares upon payment of $11.50 per share (“Private Placement Warrants”), commencing 30 days after completion of the Issuer’s initial business combination.

Calculated based on (i) 31,116,305 Class A ordinary shares outstanding as of November 5, 2021 as reported on the Issuer’s Form 10-Q, filed on November 5, 2021, and (ii) 16,862,337 Class A ordinary shares issuable in connection with the Class B Shares and Private Placement Warrants.

  Names of Reporting Persons

  Daniel R. Revers

  Check The Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  United States of America

Number of

Shares

 Beneficially 

Owned By

Each

Reporting

Person

With

  Sole Voting Power

  0

  Shared Voting Power

  16,862,337⁽¹⁾

  Sole Dispositive Power

  0

  Shared Dispositive Power

  16,862,337⁽¹⁾

  Aggregate Amount Beneficially Owned by Each Reporting Person

  16,862,337⁽¹⁾

  Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares

  ☐

  Percent of Class Represented By Amount in Row (9)

  35.15%⁽²⁾

  Type of Reporting Person (See Instructions)

  IN

Represents 16,862,337 Class A ordinary shares acquirable in respect of (i) 7,639,076 Class B ordinary shares, par value $0.0001 per share (“Class B Shares”), convertible one-for-one into the Issuer’s Class A ordinary shares at the time of the Issuer’s initial business combination, or earlier at the option of the holder and (ii) 9,223,261 private placement warrants to acquire Class A ordinary shares upon payment of $11.50 per share (“Private Placement Warrants”), commencing 30 days after completion of the Issuer’s initial business combination.

Calculated based on (i) 31,116,305 Class A ordinary shares outstanding as of November 5, 2021 as reported on the Issuer’s Form 10-Q, filed on November 5, 2021, and (ii) 16,862,337 Class A ordinary shares issuable in connection with the Class B Shares and Private Placement Warrants.

Name of Issuer

Address of the Issuer’s Principal Executive Offices

Names of Persons Filing

Address of the Principal Business Office, or if none, Residence:

Citizenship

Title of Class of Securities

CUSIP Number

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a(n):

Ownership

Amount beneficially owned:

Percent of Class:

Number of shares as to which the Reporting Person has:

Sole power to vote or to direct the vote:

Shared power to vote or to direct the vote:

Sole power to dispose or to direct the disposition of:

Shared power to dispose or to direct the disposition of:

Ownership of Five Percent or Less of a Class

Ownership of More than Five Percent on Behalf of Another Person

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company

Identification and Classification of Members of the Group

Notice of Dissolution of Group

Certification