TotalEnergies (CLNE) purchase of CLNE stock for $83.4M noted in Form 144

Rhea-AI Filing Summary

Clean Energy Fuels Corp. submitted a Form 144 disclosing Common Stock associated with TotalEnergies Marketing Services SAS. The filing notes that TotalEnergies purchased shares of CLNE in a private placement for an aggregate purchase price of $83.4 million pursuant to a stock purchase agreement dated May 9, 2018. The filing lists a sale-related entry dated 06/13/2018 tied to that purchase record.

Insights

Securities Compliance Counsel

Form 144 records a previously disclosed private placement and identifies securities for potential resale.

The filing lists Common Stock linked to TotalEnergies Marketing Services SAS and repeats the purchase detail: an aggregate consideration of $83.4 million under a stock purchase agreement dated May 9, 2018. This is a regulatory notice tied to affiliate-held shares.

Because the submission documents the affiliate holding and purchase terms rather than reporting a cash transaction here, subsequent sale timing, amounts to be sold, and cash‑flow recipients are not set out in the excerpt. Future filings would show actual dispositions, if any.

Key Figures

Aggregate purchase price: $83.4 million Shares referenced: 50,856,296 shares Form type: Form 144

3 metrics

Aggregate purchase price <money>$83.4 million</money> private placement, stock purchase agreement dated <date>May 9, 2018</date>

Shares referenced 50,856,296 shares listed on the purchase line dated <date>06/13/2018</date>

Form type Form 144 notice of proposed sale by affiliate (filing type)

Key Terms

Form 144, private placement, stock purchase agreement

3 terms

Form 144 regulatory

"Filer Information | 144: Filer Information"

Form 144 is a document that investors must file with the government when they plan to sell a large number of shares of a company's stock. It helps ensure transparency so everyone knows how many shares are being sold and when, which can impact the stock's price.

private placement financial

"purchased shares of common stock of Clean Energy Fuels Corp. ("CLNE") for an aggregate purchase price"

A private placement is a way for companies to raise money by selling securities directly to a small group of investors instead of through a public offering. This process is often quicker and less regulated, making it similar to offering a special, exclusive investment opportunity to select individuals or institutions. For investors, it can provide access to unique investment options that are not available on public markets.

stock purchase agreement legal

"pursuant to a stock purchase agreement with CLNE, dated May 9, 2018"

A stock purchase agreement is a legal contract that sets the terms for buying or selling shares, specifying the price, number of shares, how payment is made, and any conditions or promises each side must meet. It matters to investors because it defines who owns what, when ownership changes, and what protections or obligations attach to the deal—think of it as a detailed receipt plus the house rules that determine the financial risks and benefits of the transaction.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common Stock	J.P. Morgan Securities LLC 383 Madison Avenue, 6th Floor New York NY 10179	6472133	13267872.65	220224634	05/28/2026	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common Stock	06/13/2018	TotalEnergies Marketing Services SAS purchased shares of common stock of Clean Energy Fuels Corp. ("CLNE") for an aggregate purchase price of $83.4 million in a private placement pursuant to a stock purchase agreement with CLNE, dated May 9, 2018.	Clean Energy Fuels Corp.			50856296	06/13/2018	Cash

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Nothing to Report

144: Remarks and Signature

Remarks

Date of Notice

Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What does CLNE's Form 144 disclose about TotalEnergies' position?

The Form 144 discloses that TotalEnergies Marketing Services SAS purchased CLNE common stock in a private placement for $83.4 million. The purchase was governed by a stock purchase agreement dated May 9, 2018.

Does the Form 144 show how many CLNE shares TotalEnergies holds?

The excerpt includes a numeric entry of 50,856,296 adjacent to the purchase line, dated 06/13/2018. The filing text ties that row to the private placement purchase record.

Does this Form 144 confirm a sale of CLNE shares by TotalEnergies?

The filing lists securities to be sold (Form 144) tied to the TotalEnergies purchase record, but the excerpt documents the prior private placement transaction rather than showing a completed sale in this text.

What agreement governed TotalEnergies' CLNE purchase?

The purchase occurred pursuant to a stock purchase agreement with CLNE dated May 9, 2018, and the excerpt states the aggregate purchase price was $83.4 million.