0000899243-18-013387.txt : 20180518 0000899243-18-013387.hdr.sgml : 20180518 20180518124210 ACCESSION NUMBER: 0000899243-18-013387 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180509 FILED AS OF DATE: 20180518 DATE AS OF CHANGE: 20180518 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TOTAL S.A. CENTRAL INDEX KEY: 0000879764 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] STATE OF INCORPORATION: I0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33480 FILM NUMBER: 18845784 BUSINESS ADDRESS: STREET 1: 2 PLACE JEAN MILLIER STREET 2: LA DEFENSE 6 CITY: COURBEVOIE STATE: I0 ZIP: 92400 BUSINESS PHONE: 33147444546 MAIL ADDRESS: STREET 1: 2 PLACE JEAN MILLIER STREET 2: ARCHE NORD COUPOLE/REGNAULT CITY: PARIS LA DEFENSE CEDEX STATE: I0 ZIP: 92078 FORMER NAME: FORMER CONFORMED NAME: TOTAL SA DATE OF NAME CHANGE: 20030508 FORMER NAME: FORMER CONFORMED NAME: TOTAL FINA ELF SA DATE OF NAME CHANGE: 20001010 FORMER NAME: FORMER CONFORMED NAME: TOTAL FINA SA DATE OF NAME CHANGE: 19990713 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Clean Energy Fuels Corp. CENTRAL INDEX KEY: 0001368265 STANDARD INDUSTRIAL CLASSIFICATION: GAS & OTHER SERVICES COMBINED [4932] IRS NUMBER: 330968580 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 4675 MACARTHUR COURT, SUITE 800 CITY: NEWPORT BEACH STATE: CA ZIP: 92660 BUSINESS PHONE: (949) 437-1000 MAIL ADDRESS: STREET 1: 4675 MACARTHUR COURT, SUITE 800 CITY: NEWPORT BEACH STATE: CA ZIP: 92660 FORMER COMPANY: FORMER CONFORMED NAME: Clean Energy Fuels, Corp. DATE OF NAME CHANGE: 20060703 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2018-05-09 0 0001368265 Clean Energy Fuels Corp. CLNE 0000879764 TOTAL S.A. 2, PLACE JEAN MILLIER LA DEFENSE 6 92400 COURBEVOIE I0 FRANCE 0 0 1 0 Stock Election Right (Right to Buy) 1.64 Common Stock 30498520 D TOTAL S.A. ("Total") is the beneficial owner of the Stock Election Right (Right to Buy) through its wholly owned subsidiary Total Marketing Services S.A. ("Purchaser" and together with Total, the "Reporting Persons"). As described in further detail in the Schedule 13D filed by the Reporting Persons on May 18, 2018, pursuant to a Stock Purchase Agreement, dated May 9, 2018, between Purchaser and Issuer (the "Purchase Agreement"), Purchaser has a right (the "Stock Election Right") to purchase up to 30,498,520 shares of common stock ("Common Stock") of Clean Energy Fuels Corp. (the "Issuer"). Under the Purchase Agreement, the Issuer agreed to sell and issue to Purchaser, in a private placement, up to 50,856,296 shares of Common Stock pending, among other conditions, the Issuer obtaining the approval of its stockholders at its 2018 annual meeting of stockholders scheduled for Friday, June 8, 2018 (the "Annual Meeting") to both issue all such shares of Common Stock to be sold to Purchaser under the Purchase Agreement and amend the Issuer's Restated Certificate of Incorporation to increase the number of shares of Common Stock the Issuer is authorized to issue (the "Issuer Stockholder Approval"). (Continued from Footnote 2) If, however, the Issuer Stockholder Approval is not obtained at the Annual Meeting, then, at Purchaser's sole discretion, within two calendar weeks after the conclusion of the Annual Meeting, Purchaser may exercise the Stock Election Right and elect to purchase such fewer shares of Common Stock as described above. This Form 3 discloses the Stock Election Right pursuant to the Purchase Agreement that would become exercisable should (i) the Issuer Stockholder Approval not be obtained at the Annual Meeting and (ii) the other closing conditions under the Purchase Agreement be satisfied or waived. If the Issuer Stockholder Approval is obtained, however, and all other conditions under the Purchase Agreement are satisfied or waived, then Purchaser will purchase and subscribe for 50,856,296 shares of Common Stock and the Reporting Persons will file a Form 4 to reflect such purchase. Pursuant to the terms of the Purchase Agreement, if Purchaser exercises its Stock Election Right (and the other conditions are satisfied or waived, as described in Explanation (2) above), Purchaser will acquire the shares of Common Stock at a price of $1.64 per share, which price was determined based on the volume-weighted average price for Common Stock between March 23, 2018 and May 3, 2018. /s/ Antoine Larenaudie, Group Treasurer, on behalf of Total S.A. 2018-05-18