SEC FORM 3/A

SEC Form 3

FORM 3

UNITED 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

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1. Name and Address of Reporting Person^*

CHESAPEAKE ENERGY CORP

(Last)

(First)

(Middle)

6100 N. WESTERN AVENUE

(Street)

OKLAHOMA CITY

73118

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/29/2013

3. Issuer Name and Ticker or Trading Symbol
Clean Energy Fuels Corp. [ CLNE ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)
04/29/2013

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 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 Stock	1,000,000	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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
7.5% Convertible Promissory Notes	⁽¹⁾	⁽²⁾	Common Stock	9,533,224⁽³⁾	$15.8	D

Explanation of Responses:

1. On July 11, 2011, Chesapeake NG Ventures Corporation ("Chesapeake"), an indirect wholly owned subsidiary of Chesapeake Energy Corporation, entered into a Loan Agreement (the "Agreement") with Clean Energy Fuels Corp. (the "Company"), whereby Chesapeake agreed to purchase from the Company up to $150 million aggregate principal amount of debt securities pursuant to the issuance of three $50,000,000 principal amount convertible promissory notes (each a "Note"). The first two Notes were issued on July 11, 2011 and July 10, 2012, respectively, and Chesapeake has agreed to purchase the third Note on June 28, 2013. The Notes are convertible into Common Stock of the Company ("Common Stock") at Chesapeake's option upon issuance and, therefore, Chesapeake is deemed to beneficially own the underlying Common Stock as of April 29, 2013.

2. Subject to certain restrictions the Company can force conversion of each Note into Common Stock if, following the second anniversary of the issuance of a Note, the Common Stock trades at a 40% premium to the conversion price, as defined in the Agreement, for at least twenty trading days in any consecutive thirty trading day period. The entire principal balance of each Note is due and payable seven years following its issuance, and the Company may repay each Note in Common Stock or cash.

3. This Form 3 has been amended to correct a typographical error in Table II, column 3 of the original Form 3 and report the number of shares into which the Notes are convertible as 9,533,224 shares rather than 9,553,224 shares.

	Jennifer M. Grigsby, Sr. Vice President - Treasurer and Corporate Secretary	05/06/2013
	** 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 5 (b)(v).
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