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