Statement of Changes in Beneficial Ownership (4)
02 February 2023 - 10:31AM
Edgar (US Regulatory)
FORM 4
[ ] Check this box if no longer subject to Section
16. Form 4 or Form 5 obligations may continue. See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL
OWNERSHIP OF SECURITIES
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OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5 |
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Filed pursuant to Section 16(a) of the
Securities Exchange Act of 1934 or Section 30(h) of the Investment
Company Act of 1940
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1. Name
and Address of Reporting Person * ArcLight CTC Holdings
II, L.P. |
2. Issuer Name and Ticker or Trading
Symbol OPAL Fuels Inc. [ OPAL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)_____
Director __X__
10% Owner
_____ Officer (give title
below) _____ Other
(specify below)
|
(Last)
(First)
(Middle)
200 CLARENDON ST, 55TH FLOOR |
3. Date of Earliest Transaction (MM/DD/YYYY)
1/30/2023
|
(Street)
BOSTON, MA 02116
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line) _X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person |
Table I - Non-Derivative Securities Acquired, Disposed of, or
Beneficially Owned
|
1.Title of Security
(Instr. 3) |
2. Trans. Date |
2A. Deemed Execution Date, if any |
3. Trans. Code
(Instr. 8) |
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) |
5. Amount of Securities Beneficially Owned Following
Reported Transaction(s)
(Instr. 3 and 4) |
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4) |
7. Nature of Indirect Beneficial Ownership (Instr.
4) |
Code |
V |
Amount |
(A) or (D) |
Price |
Class A Common Stock |
1/30/2023 |
|
S(1) |
|
12200 |
D |
$7.00 |
8895982 |
D (2) |
|
Class A Common Stock |
1/31/2023 |
|
D(3) |
|
197258 |
D |
$0 (3) |
8698724 |
D (2) |
|
Class A Common Stock |
1/31/2023 |
|
S(1) |
|
14700 |
D |
$7.32 |
8684024 |
D (2) |
|
Class A Common Stock |
2/1/2023 |
|
S(1) |
|
258600 |
D |
$6.96 (4) |
8425424 |
D (2) |
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Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
|
1. Title of Derivate Security
(Instr. 3) |
2. Conversion or Exercise Price of Derivative
Security |
3. Trans. Date |
3A. Deemed Execution Date, if any |
4. Trans. Code
(Instr. 8) |
5. Number of Derivative Securities Acquired (A) or
Disposed of (D)
(Instr. 3, 4 and 5) |
6. Date Exercisable and Expiration Date |
7. Title and Amount of Securities Underlying
Derivative Security
(Instr. 3 and 4) |
8. Price of Derivative Security
(Instr. 5) |
9. Number of derivative Securities Beneficially
Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct
(D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr.
4) |
Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
Explanation of
Responses: |
(1) |
The sales reported in this
Form 4 were effected pursuant to a Rule 10b5-1 trading
plan. |
(2) |
8,908,182 shares of Class A
common stock, par value $0.0001 per share ("Class A common stock"),
of the Issuer are held directly by ArcLight CTC Holdings, L.P., a
Delaware limited liability partnership (the "Sponsor"). Daniel R.
Revers has voting and investment discretion with respect to the
securities held by the Sponsor, and thus may be deemed to have
beneficial ownership of such securities. Mr. Revers expressly
disclaims any such beneficial ownership of such securities, except
to the extent of his individual pecuniary interest
therein. |
(3) |
Pursuant to, and in
satisfaction of, such agreements with respect to the forfeiture of
shares set forth in the letter agreement, as modified by that
certain side letter agreement by and between the Reporting Person
and the Issuer, dated January 23, 2023, the Reporting Person
forfeited 197,258 Class A Shares (which amount included 47,258
Sponsor Earn-Out Shares). |
(4) |
The reported price is a
volume weighted average price ("VWAP"). 250,000 shares were sold
pursuant to a block trade for $7.00 per share and 8,600 shares were
sold in open market transactions for a VWAP of $7.15 per share, net
of commissions and other execution-related costs. The reporting
person undertakes to provide the relevant amount of shares sold to
the market at each price to the SEC, the Issuer or any stockholder
of the Issuer upon request. |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
ArcLight CTC Holdings II, L.P.
200 CLARENDON ST, 55TH FLOOR
BOSTON, MA 02116 |
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X |
|
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Signatures
|
ARCLIGHT CTC HOLDINGS II, L.P. By: ACTC HOLDINGS
GP II, LLC, its General Partner By: ARCLIGHT CAPITAL HOLDINGS, LLC,
its Manager By: ACHP II, L.P., its Managing Member By: ACH GP, LLC,
its General Partner By: /s/ Daniel R. Revers Title:
Manager |
|
2/1/2023 |
**Signature of
Reporting Person |
Date |
Reminder: Report on a separate line for each class
of securities beneficially owned directly or
indirectly. |
* |
If the form is filed by more than one
reporting person, see Instruction 4(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). |
Note: |
File three copies of this Form, one of
which must be manually signed. If space is insufficient, see
Instruction 6 for procedure. |
Persons who respond to the collection of information
contained in this form are not required to respond unless the form
displays a currently valid OMB control number. |
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