Edgar Filing: Grace Peter J.

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â Grace Peter J.

2. Date of Event Requiring Statement (Month/Day/Year)
12/01/2010

3. Issuer Name and Ticker or Trading Symbol
Clean Energy Fuels Corp. [CLNE]

(Last)

(First)

(Middle)

C/O CLEAN ENERGY FUELS CORP.,Â 3020 OLD RANCH PARKWAY #400

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
SVP, Sales and Marketing

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

SEAL BEACH,Â CAÂ 90740

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	1,000	D	Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (Right to Buy)	Â ⁽¹⁾	10/02/2015	Common Stock	11,000	$ 2.96	D	Â
Stock Option (Right to Buy)	Â ⁽²⁾	05/23/2017	Common Stock	93,000	$ 12	D	Â
Stock Option (Right to Buy)	Â ⁽³⁾	12/12/2017	Common Stock	50,000	$ 15.27	D	Â
Stock Option (Right to Buy)	Â ⁽⁴⁾	12/09/2018	Common Stock	25,977	$ 5.09	D	Â
Stock Option (Right to Buy)	Â ⁽⁵⁾	01/01/2019	Common Stock	19,638	$ 6.33	D	Â
Stock Option (Right to Buy)	Â ⁽⁶⁾	10/08/2019	Common Stock	25,000	$ 14.06	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Grace Peter J. C/O CLEAN ENERGY FUELS CORP. 3020 OLD RANCH PARKWAY #400 SEAL BEACH,Â CAÂ 90740	Â	Â	Â SVP, Sales and Marketing	Â

Signatures

/S/ Mitchell W. Pratt, Attorney-in-Fact		12/03/2010
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	The stock option was granted to the Reporting Person under the Issuer's Amended and Restated 2002 Stock Option Plan. The stock option was fully vested as of December 1, 2010.
(2)	The stock option was granted to the Reporting Person under the Issuer's Amended and Restated 2006 Equity Incentive Plan (the "2006 Plan"). The stock option was fully vested as December 1, 2010.
(3)	The stock option was granted to the Reporting Person under the Issuer's 2006 Plan. 34% of the stock option shares vested on December 12, 2008, 33% of the stock option shares vested on December 12, 2009 and the remaining 33% of the stock option shares will vest on December 12, 2010.
(4)	The stock option was granted to the Reporting Person under the Issuer's 2006 Plan. 34% of the stock option shares vested on December 11, 2009, and the remaining stock option shares vest in 33% increments on each anniversary date thereafter until the stock option is fully vested.
(5)	The stock option was granted to the Reporting Person under the Issuer's 2006 Plan. 34% of the stock option shares vested on January 3, 2010, and the remaining stock option shares vest in 33% increments on each anniversary date thereafter until the stock option is fully vested.
(6)	The stock option was granted to the Reporting Person under the Issuer's 2006 Plan. 34% of the stock option shares vested on October 10, 2010, and the remaining stock option shares vest in 33% increments on each anniversary date thereafter until the stock option is fully vested.

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