CLEAN ENERGY FUELS CORP. (NASDAQ:CLNE) Files An 8-K Entry into a Material Definitive Agreement

Item1.01

As previously reported, on November11, 2015, Clean Energy Fuels
Corp. (theCompany) entered into an Equity Distribution Agreement
(theOriginal Sales Agreement) with Citigroup Global Markets Inc.
(Citigroup) as sales agent and/or principal. to the Original
Sales Agreement, the Company was entitled to issue and sell, from
time to time, through or to Citigroup shares of its common stock,
par value $0.0001 per share (theCommon Stock), having an
aggregate offering price of up to $75,000,000. Subsequently, on
September9, 2016, the Company and Citigroup entered into an
Amended and Restated Equity Distribution Agreement (the First
Amended Sales Agreement), which amended, restated and replaced
the Original Sales Agreement in its entirety for the primary
purpose of increasing from $75,000,000 to $110,000,000 the
aggregate offering price of shares of Common Stock available for
issuance and sale thereunder.

On December21, 2016, the Company and Citigroup entered into a
Second Amended and Restated Equity Distribution Agreement
(theSecond Amended Sales Agreement), which amends, restates and
replaces the Original Sales Agreement, as amended by the First
Amended Sales Agreement, in its entirety, for the primary purpose
of increasing from $110,000,000 to $200,000,000 the aggregate
offering price of shares of Common Stock available for issuance
and sale thereunder (such shares sold to the Original Sales
Agreement and the First Amended Sales Agreement or to be sold to
the Second Amended Sales Agreement, collectively, theShares). As
of the date of this Current Report on Form8-K, the Company has
sold approximately 32.5million Shares for an aggregate offering
price of approximately $110.0million under the Original Sales
Agreement and the First Amended Sales Agreement and, as a result,
Shares having an aggregate offering price of approximately
$90.0million remain available for issuance and sale to the Second
Amended Sales Agreement.

to the terms of the Second Amended Sales Agreement, Citigroup
will act as the sole sales agent in connection with any offerings
of Shares. The Company may also sell Shares to Citigroup as
principal for its own account, at a price and discount to be
agreed upon at the time of sale to a separate terms agreement.
The sales, if any, of the Shares under the Second Amended Sales
Agreement will be made in at the market offerings as defined in
Rule415 of the Securities Act of 1933, as amended, including
sales made by means of ordinary brokers transactions on the
NASDAQ Global Select Market, or otherwise at market prices
prevailing at the time of sale, at prices related to prevailing
market prices or as otherwise agreed to by the Company and
Citigroup. The Company is not obligated to sell any Shares under
the Second Amended Sales Agreement.

The Company will pay Citigroup a commission not to exceed two
percent (2%) of the gross sales price of the Shares sold through
it as sales agent under the Second Amended Sales Agreement and
will reimburse Citigroup for certain customary expenses incurred
in connection with its services under the Second Amended Sales
Agreement. The Company intends to use any net proceeds from
future sales of the Shares for general corporate purposes, which
may include, without limitation, retiring a portion of its
outstanding indebtedness.

The Shares will be issued to the Companys effective shelf
registration statement on FormS-3, as amended (File
No.333-206121), which was previously filed with the Securities
and Exchange Commission (SEC) and became effective on November3,
2015, and a related prospectus supplement filed with the SEC on
December21, 2016. Such prospectus supplement includes the Shares
offered to the Original Sales Agreement and the Companys related
prospectus supplement dated November11, 2015 and the First
Amended Sales Agreement and the Companys related prospectus
supplement dated September9, 2016, and updates and restates in
its entirety such November11, 2015 and September9, 2016
prospectus supplements. This Current Report on Form8-K shall not constitute
an offer to sell or the solicitation of an offer to buy any
security nor shall there be any sale of these securities in any
state in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws
of any such state.