efc15-131_fmsc13ga.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
 
CLEAN ENERGY FUELS CORP.
(Name of Issuer)
 
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
 
184499101
(CUSIP Number)
 
December 31, 2014
(Date of Event which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
[X]           Rule 13d-1(b)
 
[   ]           Rule 13d-1(c)
 
[   ]           Rule 13d-1(d)
 
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
 
The information required in 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).
 

Continued on following pages
Page 1 of 11 Pages
Exhibit Index: Page 10
 
 
 
 
 
 
 
SCHEDULE 13G
CUSIP No. :  184499101
  
Page 2 of 11 Pages
   
1.
Names of Reporting Persons.
 
ANCHORAGE CAPITAL GROUP, L.L.C.
2.
Check the Appropriate Box if a Member of a Group
 
(a) [   ]
(b) [   ]
3.
SEC Use Only
 
4.
Citizenship or Place of Organization
 
Delaware
Number of
Shares
Beneficially
Owned by Each
Reporting
Person With
5.
 
Sole Voting Power
0
6.
 
Shared Voting Power
7,500,003
7.
 
Sole Dispositive Power
0
8.
 
Shared Dispositive Power
7,500,003
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
7,500,003
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
 
[  ]
11.
Percent of Class Represented by Amount in Row (9)
 
7.7%
12.
Type of Reporting Person:
 
OO, IA

 
 
 
 
 
 
 
SCHEDULE 13G
CUSIP No. :  184499101
  
Page 3 of 11 Pages
   
1.
Names of Reporting Persons.
 
ANCHORAGE ADVISORS MANAGEMENT, L.L.C.
2.
Check the Appropriate Box if a Member of a Group
 
(a) [   ]
(b) [   ]
3.
SEC Use Only
 
4.
Citizenship or Place of Organization
 
Delaware
Number of
Shares
Beneficially
Owned by Each
Reporting
Person With
5.
 
Sole Voting Power
0
6.
 
Shared Voting Power
7,500,003
7.
 
Sole Dispositive Power
0
8.
 
Shared Dispositive Power
7,500,003
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
7,500,003
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
 
[  ]
11.
Percent of Class Represented by Amount in Row (9)
 
7.7%
12.
Type of Reporting Person:
 
OO, HC
 
 
 
 
 
 
 
SCHEDULE 13G
CUSIP No. :  184499101
  
Page 4 of 11 Pages
   
1.
Names of Reporting Persons.
 
ANTHONY L. DAVIS
2.
Check the Appropriate Box if a Member of a Group
 
(a) [   ]
(b) [   ]
3.
SEC Use Only
 
4.
Citizenship or Place of Organization
 
United States of America
Number of
Shares
Beneficially
Owned by Each
Reporting
Person With
5.
 
Sole Voting Power
0
6.
 
Shared Voting Power
7,500,003
7.
 
Sole Dispositive Power
0
8.
 
Shared Dispositive Power
7,500,003
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
7,500,003
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
 
[  ]
11.
Percent of Class Represented by Amount in Row (9)
 
7.7%
12.
Type of Reporting Person:
 
IN, HC
 
 
 
 
 
 
 
SCHEDULE 13G
CUSIP No. :  184499101
  
Page 5 of 11 Pages
   
1.
Names of Reporting Persons.
 
KEVIN M. ULRICH
2.
Check the Appropriate Box if a Member of a Group
 
(a) [   ]
(b) [   ]
3.
SEC Use Only
 
4.
Citizenship or Place of Organization
 
Canada
Number of
Shares
Beneficially
Owned by Each
Reporting
Person With
5.
 
Sole Voting Power
0
6.
 
Shared Voting Power
7,500,003
7.
 
Sole Dispositive Power
0
8.
 
Shared Dispositive Power
7,500,003
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
7,500,003
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
 
[  ]
11.
Percent of Class Represented by Amount in Row (9)
 
7.7%
12.
Type of Reporting Person:
 
IN, HC
 
 
 
 
 
 
 
Page 6 of 11 Pages
 

Item 1(a). 
Name of Issuer:
 
Clean Energy Fuels Corp. (the “Issuer”)
 
Item 1(b). 
Address of Issuer’s Principal Executive Offices:
 
4675 MacArthur Court, Suite 800, Newport Beach, CA 92660

Item 2(a). 
Name of Person Filing:

This Statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):
 
 
i)
Anchorage Capital Group, L.L.C. ("Capital Group");
 
ii)
Anchorage Advisors Management, L.L.C. ("Management");
 
iii)
Anthony L. Davis ("Mr. Davis"); and
 
iv)
Kevin M. Ulrich ("Mr. Ulrich").
 
This statement relates to Shares (as defined herein) held for the account of Anchorage Capital Master Offshore, Ltd., (“Anchorage Offshore”) a Cayman Islands exempted company incorporated with limited liability, and PCI Fund LLC (“PCI Fund”), a Delaware limited liability company.  Capital Group is the investment advisor to Anchorage Offshore and PCI Fund. Management is the sole managing member of Capital Group. Mr. Davis is the President of Capital Group and a managing member of Management, and Mr. Ulrich is the Chief Executive Officer of Capital Group and the other managing member of Management.

Item 2(b). 
Address of Principal Business Office or, if None, Residence:

The address of the principal business office of each of the Reporting Persons is 610 Broadway, 6th Floor, New York, NY 10012.

Item 2(c). 
Citizenship:
 
 
i)
Capital Group is a Delaware limited liability company;
 
ii)
Management is a Delaware limited liability company;
 
iii)
Mr. Davis is a citizen of the United States of America; and
 
iv)
Mr. Ulrich is a citizen of Canada.
 
Item 2(d). 
Title of Class of Securities:
 
Common Stock, par value $0.0001 per share (the “Shares”)
 
 
 
 
 
 
Page 7 of 11 Pages
 
 
Item 2(e). 
CUSIP Number:
 
184499101
 
Item 3. 
If This Statement is Filed Pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c),
Check Whether the Person Filing is a:

(e) [X] An investment adviser in accordance with §240.13d-(b)(1)(ii)(E).
(g) [X] A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
 
Item 4. 
Ownership:
 
Item 4(a) 
Amount Beneficially Owned:
 
As of December 31, 2014, each of the Reporting Persons may be deemed the beneficial owner of approximately 7,500,003 Shares, obtainable upon conversion of $117,000,000 of the Issuer’s 5.25% Senior Convertible Notes (the “Notes”). The total amount of Shares includes: (A) approximately 7,343,465 Shares obtainable upon conversion of $114,558,000 of the Notes held for the account of Anchorage Offshore; and (B) approximately 156,538 Shares obtainable upon conversion of $2,442,000 of the Notes held for the account of PCI Fund.
 
Item 4(b) 
Percent of Class:

As of December 31, 2014, each of the Reporting Persons may be deemed the beneficial owner of approximately 7.7% of Shares outstanding.  (There were 90,055,809 Shares outstanding as of October 16, 2014, according to the Issuer’s Form 10-Q, filed October 23, 2014.  Each of the Reporting Persons may be deemed the beneficial owner of approximately 7,500,003 Shares obtainable upon conversion of $117,000,000 of the Notes. Pursuant to Rule 13d-3(d)(1)(i)(D), such Shares have been added to the Issuer's number of Shares outstanding, for a total of approximately 97,555,812 Shares outstanding.)

Item 4(c) 
Number of Shares of which such person has:
 
(i) Sole power to vote or direct the vote:
0
(ii) Shared power to vote or direct the vote:
7,500,003
(iii) Sole power to dispose or direct the disposition of:
0
(iv) Shared power to dispose or direct the disposition of:
7,500,003
 
Item 5. 
Ownership of Five Percent or Less of a Class:
 
This Item 5 is not applicable.
 
Item 6. 
Ownership of More than Five Percent on Behalf of Another Person:
 
See disclosure in Items 2 and 4 hereof. Anchorage Offshore has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, more than 5 percent of the class of Shares covered by this statement that may be deemed to be beneficially owned by the Reporting Persons.
 
 
 
 
 
 
Page 8 of 11 Pages
 
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person:

See disclosure in Item 2 hereof.
 
Item 8. 
Identification and Classification of Members of the Group:
 
This Item 8 is not applicable.
 
Item 9. 
Notice of Dissolution of Group:
 
This Item 9 is not applicable.
 
Item 10. 
Certification:
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.
 
 
 
 
 
 
Page 9 of 11 Pages
 
 
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.
 
 
 
 
 
ANCHORAGE CAPITAL GROUP, L.L.C.
  
  By:
Anchorage Advisors Management,
L.L.C.,
its Managing Member 
  
       
       
 
By:
/s/ Kevin M. Ulrich  
  Name: Kevin M. Ulrich  
  Title:  Managing Member  
       
 
 
ANCHORAGE ADVISORS MANAGEMENT, L.L.C.
  
       
       
 
By:
/s/ Kevin M. Ulrich  
  Name: Kevin M. Ulrich  
  Title:  Managing Member  
       
       
 
ANTHONY L. DAVIS
  
       
       
  /s/ Anthony L Davis  
       
       
 
KEVIN M. ULRICH
  
       
       
  /s/ Kevin M. Ulrich  
 
February 17, 2015

 
 
 
Page 10 of 11 Pages
 
  
EXHIBIT INDEX
 
Ex.
  
Page No.
 
A
Joint Filing Agreement
11
 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Page 11 of 11 Pages

 

EXHIBIT A

JOINT FILING AGREEMENT

The undersigned agree that the statement on Schedule 13G with respect to the Common Stock of Clean Energy Fuels Corp., dated as of February 17, 2015, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of them pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
 
 
 
ANCHORAGE CAPITAL GROUP, L.L.C.
  
  By:
Anchorage Advisors Management,
L.L.C.,
its Managing Member 
  
       
       
 
By:
/s/ Kevin M. Ulrich  
  Name: Kevin M. Ulrich  
  Title:  Managing Member  
       
 
 
ANCHORAGE ADVISORS MANAGEMENT, L.L.C.
  
       
       
 
By:
/s/ Kevin M. Ulrich  
  Name: Kevin M. Ulrich  
  Title:  Managing Member  
       
       
 
ANTHONY L. DAVIS
  
       
       
  /s/ Anthony L Davis  
       
       
 
KEVIN M. ULRICH
  
       
       
  /s/ Kevin M. Ulrich  
 
 
February 17, 2015