Sec Form 13D Filing - TotalEnergies SE filing for CLEAN ENERGY FUELS CORP (CLNE) - 2021-06-09

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:

  TotalEnergies SE

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

  (a)  ☐        (b)  ☐

  SEC USE ONLY:

  SOURCE OF FUNDS (SEE INSTRUCTIONS):

  AF

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION:

  France

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER:

  0

  SHARED VOTING POWER:

  53,443,213 (1)

  SOLE DISPOSITIVE POWER:

  0

  SHARED DISPOSITIVE POWER:

  45,545,192

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

  53,443,213

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

  26.7% (2)

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

  CO

Constitutes (i) 45,545,192 shares of Common Stock that were purchased by TOTAL MARKETING SERVICES SAS (a direct wholly owned subsidiary of TotalEnergies SE) (“Purchaser,” and, together with TotalEnergies SE, the “Reporting Persons”) pursuant to a Stock Purchase Agreement, dated May 9, 2018 (the “Stock Purchase Agreement”), between Purchaser and Clean Energy Fuels Corp. (the “Issuer”) and (ii) 7,898,021 shares of Common Stock that are the subject of a Voting Agreement, dated May 9, 2018, among Purchaser, the Issuer and all of the Issuer’s directors and officers as of such date (the “Voting Agreement”), in favor of Purchaser. Under the Voting Agreement, each Voting Agreement Party appointed Purchaser as such party’s proxy and attorney-in-fact, and authorized Purchaser to represent and vote (or consent, if applicable) the shares of Common Stock subject to the Voting Agreement with respect to the election of the individuals designated by Purchaser to serve on the Issuer’s board of directors pursuant to Purchaser’s director designation rights under the Purchase Agreement. Neither the filing of this Statement nor any of its contents shall be deemed to constitute an admission by the Reporting Persons that the Reporting Persons are the beneficial owner of any shares of Common Stock subject to the Voting Agreement for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed by the Reporting Persons.

Based on 199,917,559 shares of the Issuer’s common stock issued and outstanding as of April 30, 2021, as set forth in the prospectus supplement filed by the Issuer with the Securities and Exchange Commission pursuant to Rule 424(b) on May 10, 2021.

  NAMES OF REPORTING PERSONS:

  TOTAL MARKETING SERVICES SAS

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

  (a)  ☐        (b)  ☐

  SEC USE ONLY:

  SOURCE OF FUNDS (SEE INSTRUCTIONS):

  WC

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION:

  France

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER:

  0

  SHARED VOTING POWER:

  53,443,213 (1)

  SOLE DISPOSITIVE POWER:

  0

  SHARED DISPOSITIVE POWER:

  45,545,192

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

  53,443,213

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

  26.7% (2)

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

  CO

Constitutes (i) 45,545,192 shares of Common Stock that were purchased by Purchaser pursuant to the Stock Purchase Agreement and (ii) 7,898,021 shares of Common Stock that are the subject of the Voting Agreement. Under the Voting Agreement, each Voting Agreement Party appointed Purchaser as such party’s proxy and attorney-in-fact, and authorized Purchaser to represent and vote (or consent, if applicable) the shares of Common Stock subject to the Voting Agreement with respect to the election of the individuals designated by Purchaser to serve on the Issuer’s board of directors pursuant to Purchaser’s director designation rights under the Purchase Agreement. Neither the filing of this Statement nor any of its contents shall be deemed to constitute an admission by the Reporting Persons that the Reporting Persons are the beneficial owner of any shares of Common Stock subject to the Voting Agreement for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed by the Reporting Persons.

Based on 199,917,559 shares of the Issuer’s common stock issued and outstanding as of April 30, 2021, as set forth in the prospectus supplement filed by the Issuer with the Securities and Exchange Commission pursuant to Rule 424(b) on May 10, 2021.

Reporting Person

TOTAL MARKETING SERVICES SAS

TOTAL MARKETING SERVICES SAS

The price reported is the weighted average price. The shares were sold in multiple transactions by TOTAL MARKETING SERVICES SAS at prices ranging from $10.0300 to $10.8800 per share, inclusive. The reporting persons undertake to provide, upon request by the staff of the Securities and Exchange Commission, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. Per share prices exclude commissions.

The price reported is the weighted average price. The shares were sold in multiple transactions by TOTAL MARKETING SERVICES SAS at prices ranging from $9.5000 to $9.9900 per share, inclusive. The reporting persons undertake to provide, upon request by the staff of the Securities and Exchange Commission, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. Per share prices exclude commissions.

/s/ Aurélien Hamelle

Name:

Title:

Aurélien Hamelle

General Counsel

/s/ Eric Le Bouvier

Name:

Title:

Eric Le Bouvier

Authorized Signatory