0001181431-13-026308.txt : 20130508 0001181431-13-026308.hdr.sgml : 20130508 20130508180624 ACCESSION NUMBER: 0001181431-13-026308 CONFORMED SUBMISSION TYPE: 3/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130429 FILED AS OF DATE: 20130508 DATE AS OF CHANGE: 20130508 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: 3020 OLD RANCH PARKWAY, SUITE 400 CITY: SEAL BEACH STATE: CA ZIP: 90740 BUSINESS PHONE: (562) 493-2804 MAIL ADDRESS: STREET 1: 3020 OLD RANCH PARKWAY, SUITE 400 CITY: SEAL BEACH STATE: CA ZIP: 90740 FORMER COMPANY: FORMER CONFORMED NAME: Clean Energy Fuels, Corp. DATE OF NAME CHANGE: 20060703 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CHESAPEAKE ENERGY CORP CENTRAL INDEX KEY: 0000895126 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-33480 FILM NUMBER: 13825904 BUSINESS ADDRESS: STREET 1: 6100 N WESTERN AVE CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 BUSINESS PHONE: 4058488000 MAIL ADDRESS: STREET 1: 6100 NORTH WESTERN AVE CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 3/A 1 rrd378783.xml X0206 3/A 2013-04-29 2013-04-29 0 0001368265 Clean Energy Fuels Corp. CLNE 0000895126 CHESAPEAKE ENERGY CORP 6100 N. WESTERN AVENUE OKLAHOMA CITY OK 73118 0 0 1 0 Common Stock 1000000 D 7.5% Convertible Promissory Notes 15.80 Common Stock 9533224 D On July 11, 2011, Chesapeake NG Ventures Corporation ("Chesapeake"), an indirect wholly owned subsidiary of Chesapeake Energy Corporation, entered into a Loan Agreement (the "Agreement") with Clean Energy Fuels Corp. (the "Company"), whereby Chesapeake agreed to purchase from the Company up to $150 million aggregate principal amount of debt securities pursuant to the issuance of three $50,000,000 principal amount convertible promissory notes (each a "Note"). The first two Notes were issued on July 11, 2011 and July 10, 2012, respectively, and Chesapeake has agreed to purchase the third Note on June 28, 2013. The Notes are convertible into Common Stock of the Company ("Common Stock") at Chesapeake's option upon issuance and, therefore, Chesapeake is deemed to beneficially own the underlying Common Stock as of April 29, 2013. Subject to certain restrictions the Company can force conversion of each Note into Common Stock if, following the second anniversary of the issuance of a Note, the Common Stock trades at a 40% premium to the conversion price, as defined in the Agreement, for at least twenty trading days in any consecutive thirty trading day period. The entire principal balance of each Note is due and payable seven years following its issuance, and the Company may repay each Note in Common Stock or cash. This Form 3 has been amended to correct a typographical error in Table II, column 3 of the original Form 3 and report the number of shares into which the Notes are convertible as 9,533,224 shares rather than 9,553,224 shares. Jennifer M. Grigsby, Sr. Vice President - Treasurer and Corporate Secretary 2013-05-06