0000899243-18-016147.txt : 20180612 0000899243-18-016147.hdr.sgml : 20180612 20180612115004 ACCESSION NUMBER: 0000899243-18-016147 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180608 FILED AS OF DATE: 20180612 DATE AS OF CHANGE: 20180612 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33480 FILM NUMBER: 18893944 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Total Marketing Services S.A. CENTRAL INDEX KEY: 0001743086 STATE OF INCORPORATION: I0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33480 FILM NUMBER: 18893945 BUSINESS ADDRESS: STREET 1: 24 COURS MICHELET DEFENSE 10 CITY: PUTEAUX STATE: I0 ZIP: 92800 BUSINESS PHONE: 33147444939 MAIL ADDRESS: STREET 1: 24 COURS MICHELET DEFENSE 10 CITY: PUTEAUX STATE: I0 ZIP: 92800 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 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2018-06-08 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 0001743086 Total Marketing Services S.A. 24 COURS MICHELET LA DEFENSE 10 92800 PUTEAUX I0 FRANCE 0 0 1 0 Common Stock 2018-06-08 4 P 0 50856296 1.64 A 50856296 I By Total Marketing Services S.A. Stock Election Right (Right to Buy) 1.64 2018-06-08 4 J 0 30498520 1.64 D Common Stock 30498520 0 D As described in further detail in the Schedule 13D filed by TOTAL S.A. ("Total") and Total Marketing Services S.A. ("Purchaser" and together with Total, the "Reporting Persons") on May 18, 2018, Purchaser and Clean Energy Fuels Corp. (the "Issuer") entered into a stock purchase agreement on May 9, 2018 (the "Purchase Agreement"), pursuant to which (A) Purchaser agreed to purchase, and the Issuer agreed to sell and issue, 50,856,296 shares of the Issuer's common stock, par value $0.0001 per share ("Common Stock"), if certain closing conditions are satisfied or waived, including that the Issuer's stockholders approve (i) the issuance of all of the shares of Common Stock to be sold to Purchaser under the Purchase Agreement and (Continued from Footnote 1) (ii) an amendment to the Issuer's Restated Certificate of Incorporation to increase the number of shares of Common Stock the Issuer is authorized to issue ("Issuer Stockholder Approval"), or (B) Purchaser would have had the right (the "Stock Election Right"), exercisable in its sole discretion, to purchase 30,498,520 shares of Common Stock in the event the Issuer did not obtain the Issuer Stockholder Approval. At the Issuer's 2018 annual meeting of stockholders held on June 8, 2018, the Issuer Stockholder Approval was obtained. As a result, the Stock Election Right has been replaced with Purchaser's obligation to purchase of 50,856,296 shares of Common Stock, subject to the other standard and customary closing conditions and other terms set forth in the Purchase Agreement. The closing of the transaction and the issuance of the shares of Common Stock to Purchaser is expected to occur on June 13, 2018. /s/ Antoine Larenaudie, Group Treasurer, on behalf of TOTAL S.A. 2018-06-12 /s/ Philippe Montanteme, Senior Vice President Strategy Marketing & Research, on behalf of Total Marketing Services S.A 2018-06-12