OPAL Fuels Inc.
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(Name of Issuer)
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Class A Common Stock, par value $0.0001 per share
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(Title of Class of Securities)
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68347P103
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(CUSIP Number)
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December 31, 2022
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(Date of Event Which Requires Filing of this Statement)
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CUSIP No. 68347P103
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1
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NAME OF REPORTING PERSONS
Zimmer Partners, LP |
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a) [ ]
(b) [ ] |
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3
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SEC USE ONLY
|
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
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NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5
|
SOLE VOTING POWER
0
|
||
6
|
SHARED VOTING POWER
2,054,183 **
|
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7
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SOLE DISPOSITIVE POWER
0
|
|||
8
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SHARED DISPOSITIVE POWER
2,054,183 **
|
|||
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,054,183 **
|
|||
10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
[ ]
|
||
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.0% **
|
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12
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TYPE OF REPORTING PERSON*
IA, PN
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CUSIP No. 68347P103
|
1
|
NAME OF REPORTING PERSONS
Zimmer Financial Services Group LLC |
|||
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
2,054,183 **
|
|||
7
|
SOLE DISPOSITIVE POWER
0
|
|||
8
|
SHARED DISPOSITIVE POWER
2,054,183 **
|
|||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,054,183 **
|
|||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
[ ]
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.0% **
|
|||
12
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TYPE OF REPORTING PERSON*
HC, OO
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CUSIP No. 68347P103
|
1
|
NAME OF REPORTING PERSONS
Zimmer Partners GP, LLC
|
|||
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
2,054,183 **
|
|||
7
|
SOLE DISPOSITIVE POWER
0
|
|||
8
|
SHARED DISPOSITIVE POWER
2,054,183 **
|
|||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,054,183 **
|
|||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
[ ]
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.0%**
|
|||
12
|
TYPE OF REPORTING PERSON*
HC, OO
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CUSIP No. 68347P103
|
1
|
NAME OF REPORTING PERSONS
Stuart J. Zimmer
|
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) [ ]
(b) [ ] |
||
3
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SEC USE ONLY
|
|||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|||
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5
|
SOLE VOTING POWER
0
|
||
6
|
SHARED VOTING POWER
2,054,183 **
|
|||
7
|
SOLE DISPOSITIVE POWER
0
|
|||
8
|
SHARED DISPOSITIVE POWER
2,054,183 **
|
|||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,054,183 **
|
|||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
[ ]
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.0%**
|
|||
12
|
TYPE OF REPORTING PERSON*
HC, IN
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Item 1(b) |
Address of Issuer’s Principal Executive Offices.
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(a) | [ ] | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
(b | [ ] | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
(c) [ ] |
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d) [ ] |
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e) [X] |
An investment advisor in accordance with §240.13d-1(b)(1)(ii)(E).
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(f) [ ] |
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
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(g) [X] |
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
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(h) [ ] |
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
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(i) [ ] |
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).
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(j) [ ] |
Group, in accordance with §240.13d-1(b)(1)(ii)(J).
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(a) |
The Reporting Persons may be deemed the beneficial owners of 2,054,183 shares of Class A Common Stock.
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(b) |
The Reporting Persons may be deemed the beneficial owners of approximately 7.0% of the outstanding shares of Class A Common Stock. This percentage was determined by dividing 2,054,183 by 29,477,870, which is the number of shares of Class A Common Stock outstanding as of December 23, 2022, as reported in Exhibit 99.1 to the Issuer’s Form 8-K filed on December 22, 2022, with the
Securities and Exchange Commission.
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(c) |
The Reporting Persons have the shared power to vote and dispose of the 2,054,183 shares of Class A Common Stock beneficially owned.
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Item 7 |
Identification and Classification of the Subsidiary Which Acquired the Security Being Report on by the Parent Holding Company or Control Person
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Item 8 |
Identification and Classification of Members of the Group
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Item 9 |
Notice of Dissolution of Group
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Item 10 |
Certification.
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Exhibits |
Exhibit 99-1
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