SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Coghlin John

(Last) (First) (Middle)
ONE NORTH LEXINGTON AVE, 14TH FLOOR

(Street)
WHITE PLAINS NY 10601

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
OPAL Fuels Inc. [ OPAL ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
General Counsel
3. Date of Earliest Transaction (Month/Day/Year)
03/31/2023
4. If Amendment, Date of Original Filed (Month/Day/Year)
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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock options (right to buy) $6.97 03/31/2023 A(1) 26,616 (2)(3)(4)(5) 03/31/2033 Class A common stock 26,616 $6.97 26,616 D
Restricted Stock Units (6) 03/31/2023 A(1) 32,282 (7)(8)(9)(10) (6) Class A common stock 32,282 $0 57,282 D
Restricted Stock Units (6) 03/31/2023 A(1) 50,216 (8)(9)(10)(11) (6) Class A common stock 50,216 $0 107,498 D
Explanation of Responses:
1. Granted pursuant to the Issuer's 2022 Omnibus Equity Incentive Plan (the "Plan").
2. The Reporting Person was granted an option to purchase shares of the Issuer's Class A common stock (the "Option") at an exercise price of $6.97 per share, which was the closing price per share of the Issuer's Class A common stock on March 31, 2023, as quoted on the Nasdaq Stock Market. The Option vests in three (3) equal installments on each of the following dates: (i) March 31, 2024, (ii) March 31, 2025, and (iii) March 31, 2026, provided, that the Reporting Person continues to provide services to the Issuer through the applicable vesting date.
3. In the event that the Reporting Person's employment is terminated by reason of the Reporting Person's disability or termination without cause, the Options shall vest with respect to the number of shares of Class A common stock that would have vested upon the next vesting date following such termination, had the Reporting Person remained an employee.
4. Notwithstanding the foregoing, upon the occurrence of a termination of employment by reason of the Reporting Person's (i) termination without cause; or (ii) resignation for good reason, in connection with or within the 24 months following the consummation of a Change in Control (as defined in the Plan and the relevant award agreement), any unvested portion of the Option shall accelerate and vest in full;
5. Upon the occurrence of a termination by reason of the Reporting Person's death, any unvested portion of the Option shall accelerate and vest in full.
6. Each restricted stock unit represents the contingent right to receive, at settlement, one share of the Issuers Class A common stock.
7. The restricted stock units vest in two equal installments on March 31, 2024 and March 31, 2025, provided that the Reporting Person continues to provide services to the Issuer through the applicable vesting date.
8. In the event that the Reporting Person's employment is terminated by reason of the Reporting Person's disability or termination without cause, the restricted stock units (the "RSUs") shall vest with respect to the number of RSUs that would have vested upon the next vesting date following such termination had the Reporting Person remained an employee
9. Notwithstanding the foregoing, upon the occurrence of a termination of employment by reason of the Reporting Person's (i) termination without cause; or (ii) resignation for good reason, in connection with or within the 24 months following the consummation of a Change in Control (as defined in the Plan and the relevant award agreement), any unvested portion of the RSUs shall accelerate and vest in full.
10. Upon the occurrence of a termination by reason of the Reporting Person's death, any unvested portion of the RSUs shall accelerate and vest in full.
11. The restricted stock units vest in three equal installments on March 31, 2024, March 31, 2025 and March 31, 2026, provided that the Reporting Person continues to provide services to the Issuer through the applicable vesting date.
Remarks:
/s/ John Coghlin 04/04/2023
** 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 4 (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).
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