Amendment: SEC Form SCHEDULE 13D/A filed by Clean Energy Fuels Corp.
$CLNE
Natural Gas Distribution
Utilities
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
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CLEAN ENERGY FUELS CORP. (Name of Issuer) |
Common Stock (Title of Class of Securities) |
184499101 (CUSIP Number) |
Paul Moss-Bowpitt 2, place Jean Millier, La Defense 6 Courbevoie, I0, 92400 33 1 41 35 28 34 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
11/17/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 184499101 |
| 1 |
Name of reporting person
TotalEnergies SE | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
FRANCE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
51,127,576.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
23.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
The amount reported in row 8 constitutes (i) 42,581,801 shares of Common Stock (as defined in Item 1 below) that were purchased by TotalEnergies Marketing Services SAS (formerly known as TOTAL MARKETING SERVICES S.A.) (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) 8,545,775 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 Stock 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 Act, or for any other purpose, and such beneficial ownership is expressly disclaimed by the Reporting Persons.
The percentage shown in row 13 is calculated based on 219,300,999 shares of Common Stock issued and outstanding as of October 28, 2025, as set forth in the Quarterly Report on Form 10-Q filed by the Issuer with the U.S. Securities and Exchange Commission (the "Commission") on November 4, 2025.
SCHEDULE 13D
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| CUSIP No. | 184499101 |
| 1 |
Name of reporting person
TotalEnergies Marketing Services SAS | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
FRANCE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
51,127,576.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
23.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
The amount reported in row 8 constitutes (i) 42,581,801 shares of Common Stock (as defined in Item 1 below) that were purchased by Purchaser pursuant to the Stock Purchase Agreement and (ii) 8,545,775 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 Stock 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 Act, or for any other purpose, and such beneficial ownership is expressly disclaimed by the Reporting Persons.
The percentage shown in row 13 is calculated based on 219,300,999 shares of Common Stock issued and outstanding as of October 28, 2025, as set forth in the Quarterly Report on Form 10-Q filed by the Issuer with the Commission on November 4, 2025.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock | |
| (b) | Name of Issuer:
CLEAN ENERGY FUELS CORP. | |
| (c) | Address of Issuer's Principal Executive Offices:
4675 MacArthur Court, Suite 800, Newport Beach,
CALIFORNIA
, 92660. | |
Item 1 Comment:
EXPLANATORY NOTE - The Schedule 13D (as amended and/or supplemented from time to time, the "Schedule 13D") filed with the Commission on May 18, 2018 (the "Initial Statement"), by TotalEnergies SE (formerly known as TOTAL S.A.), a European company (societas europaea or SE) organized under the laws of the Republic of France ("TotalEnergies"), and TotalEnergies Marketing Services SAS (formerly known as TOTAL MARKETING SERVICES S.A.), a societe par actions simplifiee organized under the laws of the Republic of France and a direct wholly owned subsidiary of TotalEnergies ("Purchaser," and together with TotalEnergies, the "Reporting Persons"), relating to shares of the Common Stock of the Issuer, as amended by Amendment No. 1 filed on June 14, 2018, Amendment No. 2 filed on June 7, 2021, Amendment No. 3 filed on June 9, 2021, and Amendment No. 4 filed on June 15, 2021, is hereby amended and supplemented as set forth below by this Amendment No. 5. Capitalized terms used but not defined in this Amendment No. 5 have the meanings ascribed to them in the Schedule 13D. | ||
| Item 2. | Identity and Background | |
| (a) | N/A | |
| (b) | N/A | |
| (c) | N/A | |
| (d) | N/A | |
| (e) | N/A | |
| (f) | N/A | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
N/A | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby supplemented with the following:
As reported in the Schedule 13D, pursuant to the Stock Purchase Agreement, Purchaser possesses the right to designate up to two individuals to serve as directors on Issuer's board of directors (the "Board"). Pursuant to this right, Purchaser has previously designated Aimeric Ramadier and Marc de Guilhem de Lataillade to serve on the Board. On November 17, 2025, each of Messrs. Ramadier and de Guilhem de Lataillade resigned his respective position as members of the Board, effective as of November 18, 2025. The resignations were not the result of any disagreement with the Issuer on any matter regarding its operations, policies, or practices. Purchaser reserves its right pursuant to the Purchase Agreement to appoint Substitute Designees (as defined in the Stock Purchase Agreement) in place of Messrs. Ramadier and de Guilhem de Lataillade. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The responses of the Reporting Persons to rows 7, 8, 9, 10, 11 and 13 on the cover pages of this Schedule 13D are incorporated herein by reference. As of the close of business on November 17, 2025, the Reporting Persons are the beneficial owner of 51,127,576 shares of Common Stock.
The percentage of beneficial ownership of the Reporting Persons was calculated by dividing (i) the 51,127,576 shares of Common Stock beneficially owned by the Reporting Persons as of the close of business on November 17, 2025 by (ii) 219,300,999 shares of Common Stock issued and outstanding as of October 28, 2025, as set forth in the Quarterly Report on Form 10-Q filed by the Issuer with the Commission on November 4, 2025.
To the knowledge of the Reporting Persons, the executive officers and directors of the Reporting Persons have no beneficial ownership of Common Stock separate from the beneficial ownership held by the Reporting Persons. | |
| (b) | Refer to Item 5(a). | |
| (c) | The table below specifies the date, amount and weighted average per share price of shares of Common Stock sold by the Reporting Persons since the most recent filing of Schedule 13D by the Reporting Persons. All transactions reflected in the table below were effected in the open market on the NASDAQ Global Select Market. To the knowledge of the Reporting Persons, there have been no transactions by any director or executive officer of any of the Reporting Persons in securities of the Issuer during such 60-day period.
Reporting Person Trade Date Number of Shares Price Per Share
TotalEnergies Marketing Services SAS June 15, 2021 750,000 $11.1704(1)
(1) The price reported is the weighted average price. The shares were sold in multiple transactions by TotalEnergies Marketing Services SAS (formerly known as TOTAL MARKETING SERVICES S.A.) at prices ranging from $11.0000 to $11.6800 per share, inclusive. The Reporting Persons undertake to provide, upon request by the staff of the 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. | |
| (d) | N/A | |
| (e) | N/A | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
N/A | ||
| Item 7. | Material to be Filed as Exhibits. | |
N/A | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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