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Clean Energy Fuels (NASDAQ: CLNE) COO lists stock, RSU and option holdings

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(Neutral)
Form Type
3

Rhea-AI Filing Summary

Clean Energy Fuels Corp. Chief Operating Officer Bartolomeo A. Frabotta filed an initial Form 3 showing his beneficial ownership when he became a Section 16 reporting person. The filing lists several blocks of common stock, including one entry of 175,000 shares held directly, along with additional direct common stock holdings reported in separate line items.

The disclosure also details equity awards. He holds 25,000 performance rights linked to common stock expiring in 2028, and multiple employee stock option grants over common shares with exercise prices ranging from $1.37 to $10.18 per share and expirations between 2028 and 2034. Footnotes describe several restricted stock unit awards that vest over three-year schedules, with 33,500 and 51,000 RSUs already vested as of the reporting date and one RSU grant not yet vested.

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Insider Frabotta Bartolomeo A.
Role Chief Operating Officer
Type Security Shares Price Value
holding Employee Stock Options (Right to Aquire) -- -- --
holding Employee Stock Options (Right to Aquire) -- -- --
holding Employee Stock Options (Right to Aquire) -- -- --
holding Employee Stock Options (Right to Acquire) -- -- --
holding Employee Stock Options (Right to Acquire) -- -- --
holding Employee Stock Options (Right to Acquire) -- -- --
holding Employee Stock Options (Right to Acquire) -- -- --
holding Employee Stock Options (Right to Acquire) -- -- --
holding Employee Stock Options (Right to Acquire) -- -- --
holding Performance Rights -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Employee Stock Options (Right to Aquire) — 102,650 shares (Direct); Employee Stock Options (Right to Acquire) — 560,000 shares (Direct); Performance Rights — 25,000 shares (Direct); Common Stock — 462,886 shares (Direct)
Footnotes (9)
  1. F1. Represents securities beneficially owned by the reporting person as of the date he became a Section 16 reporting person (the "Reporting Date").
  2. F2. Represents an award of restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of the Issuer's common stock upon the vesting and settlement of the RSUs. The RSUs will vest as to 34% on the first anniversary of the grant date and as to 33% on each of the second and third anniversaries of the grant date. As of the Reporting Date, 33,500 RSUs have vested.
  3. F3. Represents an award of RSUs. Each RSU represents a contingent right to receive one share of the Issuer's common stock upon the vesting and settlement of the RSUs. The RSUs will vest as to 34% on the first anniversary of the grant date and as to 33% on each of the second and third anniversaries of the grant date. As of the Reporting Date, 51,000 RSUs have vested.
  4. F4. Represents an award of RSUs. Each RSU represents a contingent right to receive one share of the Issuer's common stock upon the vesting and settlement of the RSUs. RSUs will vest as to 34% on the first anniversary of the grant date and as to 33% on each of the second and third anniversaries of the grant date. As of the Reporting Date, no RSUs have vested.
  5. F5. The stock options are fully vested and currently exercisable.
  6. F6. 25% of the total shares subject to the stock option award vest upon each achievement of a specific volume hurdle related to securing certain levels of gasoline gallon equivalents. As of the Reporting Date, 12,500 stock options have vested.
  7. F7. 100% of the total shares subject to the stock option award vest immediately, if at all, if the closing share price of the Issuer's common stock on the Nasdaq Stock Market LLC equals or exceeds $14.00 for 20 consecutive trading days.
  8. F8. The stock options vest as to 34% on the first anniversary of the grant date and as to 33% on each of the second and third anniversaries of the grant date. As of the Reporting Date, 67,000 stock options have vested.
  9. F9. These performance stock units will vest in installments upon the Issuer's common stock achieving specified price per share targets ranging from 1.25 to 2.0 times the Issuer's price per share on the grant date during a three-year performance period. If the minimum price per share target is not achieved prior to the end of the three-year performance period, none of the performance stock units will vest.
Direct common stock holding 175,000 shares Common Stock, total shares following transaction entry
Additional common stock holding 150,000 shares Common Stock, separate holding line
Performance rights 25,000 units Performance Rights over common stock, expiring 2028-02-27
Option grant at $2.85 100,000 underlying shares Employee Stock Options, exercise price $2.85, expiring 2034-03-04
Option grant at $4.58 100,000 underlying shares Employee Stock Options, exercise price $4.58, expiring 2033-03-02
Option grants at $6.77 300,000 underlying shares Employee Stock Options at $6.77, expiring 2031-12-07 (150k, 100k, 50k)
Option grant at $10.18 60,000 underlying shares Employee Stock Options, exercise price $10.18, expiring 2031-01-21
Vested RSUs as of reporting date 84,500 units 33,500 RSUs from one award and 51,000 from another
Section 16 reporting person regulatory
"as of the date he became a Section 16 reporting person"
restricted stock units ("RSUs") financial
"Represents an award of restricted stock units ("RSUs"). Each RSU represents a contingent right"
Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.
Performance Rights financial
"security_title": "Performance Rights""
Performance rights are conditional awards that give employees or executives the promise of receiving company shares or cash only if the business meets specific targets or survives for a set period. They work like a bonus you only get when certain goals are hit, so they matter to investors because they can increase the number of shares outstanding (dilution), signal management’s incentives and confidence in future results, and affect per-share earnings and valuation.
Employee Stock Options (Right to Acquire) financial
"security_title": "Employee Stock Options (Right to Acquire)""
performance stock units financial
"These performance stock units will vest in installments upon the Issuer's common stock achieving specified price per share targets"
Performance stock units are a type of company award that grants employees shares of stock only if certain performance goals are met. They motivate employees to work toward specific company achievements, aligning their interests with those of shareholders. For investors, they can influence a company's future stock supply and reflect management’s confidence in reaching key targets.
gasoline gallon equivalents technical
"stock option award vest upon each achievement of a specific volume hurdle related to securing certain levels of gasoline gallon equivalents"
A gasoline gallon equivalent (GGE) is a standardized unit that expresses the amount of energy in alternative fuels as equal to one gallon of gasoline, letting different fuels be compared on the same scale—like converting various currencies into dollars to compare prices. Investors use GGE to compare fuel costs, operating expenses, vehicle efficiency and revenue metrics across technologies and fuel types, making financial comparisons and forecasts more meaningful.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What does Clean Energy Fuels (CLNE) COO Bartolomeo Frabotta report on this Form 3?

The Form 3 reports Bartolomeo Frabotta’s initial beneficial ownership in Clean Energy Fuels common stock and equity awards. It lists direct common share holdings, performance rights, stock options, and restricted stock unit grants as of the date he became a Section 16 reporting person.

How many direct common shares does the CLNE COO disclose in this filing?

One line item shows 175,000 shares of Clean Energy Fuels common stock held directly, alongside additional direct common stock entries. Each line reflects a separate holding category, providing a detailed picture of his direct equity exposure without aggregating the totals in the filing.

What performance rights and stock options are reported for the CLNE COO?

The filing shows 25,000 performance rights tied to Clean Energy Fuels common stock expiring in 2028. It also lists multiple employee stock option grants over common shares with exercise prices between $1.37 and $10.18 and expirations from 2028 through 2034.

What restricted stock units (RSUs) are described for Clean Energy Fuels COO Frabotta?

Footnotes describe several RSU awards, each representing a right to receive one share upon vesting. These RSUs vest 34% in year one and 33% in years two and three, with 33,500 and 51,000 RSUs already vested and one grant with no RSUs vested as of the reporting date.

Are the stock options held by the CLNE COO currently exercisable?

One footnote states that certain stock options are fully vested and currently exercisable. Other option awards vest based on time schedules, volume hurdles, or share price conditions, as described in the footnotes, providing different potential timelines for when they can be exercised.

What performance conditions affect some of the CLNE COO’s equity awards?

Some options vest upon achieving specific gasoline gallon equivalent volume hurdles, with 12,500 options vested under that structure. Another grant vests if the stock closes at $14.00 for 20 consecutive trading days, while performance stock units vest based on share price targets over a three-year period.
SEC Form 3
FORM 3UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0104
Estimated average burden
hours per response:0.5
1. Name and Address of Reporting Person*
Frabotta Bartolomeo A.

(Last)(First)(Middle)
4675 MACARTHUR COURT, SUITE 800

(Street)
NEWPORT BEACH CALIFORNIA 92660

(City)(State)(Zip)

UNITED STATES

(Country)
2. Date of Event Requiring Statement (Month/Day/Year)
06/23/2026
3. Issuer Name and Ticker or Trading Symbol
Clean Energy Fuels Corp. [ CLNE ]
3a. Foreign Trading Symbol
5. If Amendment, Date of Original Filed (Month/Day/Year)
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Operating Officer
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock87,886(1)D
Common Stock50,000(2)D
Common Stock150,000(3)D
Common Stock175,000(4)D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year)3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Employee Stock Options (Right to Aquire) (5)03/02/2028Common Stock38,000$1.37D
Employee Stock Options (Right to Aquire) (5)02/25/2029Common Stock34,650$2.19D
Employee Stock Options (Right to Aquire) (5)02/25/2030Common Stock30,000$2.56D
Employee Stock Options (Right to Acquire) (5)01/21/2031Common Stock60,000$10.18D
Employee Stock Options (Right to Acquire) (6)12/07/2031Common Stock50,000$6.77D
Employee Stock Options (Right to Acquire) (5)12/07/2031Common Stock100,000$6.77D
Employee Stock Options (Right to Acquire) (7)12/07/2031Common Stock150,000$6.77D
Employee Stock Options (Right to Acquire) (5)03/02/2033Common Stock100,000$4.58D
Employee Stock Options (Right to Acquire) (8)03/04/2034Common Stock100,000$2.85D
Performance Rights (9)02/27/2028Common Stock25,000$0D
Explanation of Responses:
1. Represents securities beneficially owned by the reporting person as of the date he became a Section 16 reporting person (the "Reporting Date").
2. Represents an award of restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of the Issuer's common stock upon the vesting and settlement of the RSUs. The RSUs will vest as to 34% on the first anniversary of the grant date and as to 33% on each of the second and third anniversaries of the grant date. As of the Reporting Date, 33,500 RSUs have vested.
3. Represents an award of RSUs. Each RSU represents a contingent right to receive one share of the Issuer's common stock upon the vesting and settlement of the RSUs. The RSUs will vest as to 34% on the first anniversary of the grant date and as to 33% on each of the second and third anniversaries of the grant date. As of the Reporting Date, 51,000 RSUs have vested.
4. Represents an award of RSUs. Each RSU represents a contingent right to receive one share of the Issuer's common stock upon the vesting and settlement of the RSUs. RSUs will vest as to 34% on the first anniversary of the grant date and as to 33% on each of the second and third anniversaries of the grant date. As of the Reporting Date, no RSUs have vested.
5. The stock options are fully vested and currently exercisable.
6. 25% of the total shares subject to the stock option award vest upon each achievement of a specific volume hurdle related to securing certain levels of gasoline gallon equivalents. As of the Reporting Date, 12,500 stock options have vested.
7. 100% of the total shares subject to the stock option award vest immediately, if at all, if the closing share price of the Issuer's common stock on the Nasdaq Stock Market LLC equals or exceeds $14.00 for 20 consecutive trading days.
8. The stock options vest as to 34% on the first anniversary of the grant date and as to 33% on each of the second and third anniversaries of the grant date. As of the Reporting Date, 67,000 stock options have vested.
9. These performance stock units will vest in installments upon the Issuer's common stock achieving specified price per share targets ranging from 1.25 to 2.0 times the Issuer's price per share on the grant date during a three-year performance period. If the minimum price per share target is not achieved prior to the end of the three-year performance period, none of the performance stock units will vest.
/s/ Marilyn Vu-Tran, Attorney-in-Fact for Bartolomeo A. Frabotta06/23/2026
** Signature of Reporting PersonDate
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 5 (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 Number.
* Form 3: SEC 1473 (03-26)