SEC Filing - OPAL Fuels LLC

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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^*

Revers Daniel R

(Last)

(First)

(Middle)

200 CLARENDON ST,

55TH FLOOR

(Street)

BOSTON

02116

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

3. Date of Earliest Transaction (Month/Day/Year)
06/06/2023

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

Rule 10b5-1(c) Transaction Indication

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock								2,308,310	I	See footnote⁽¹⁾
Class A Common Stock	06/06/2023		S⁽²⁾		6,000	D	⁽²⁾	1,333,662	D⁽³⁾
Class A Common Stock	06/06/2023		S⁽⁴⁾		3,000	D	⁽⁴⁾	497,178	I	See footnotes⁽⁵⁾⁽⁶⁾
Class A Common Stock	06/07/2023		S⁽⁷⁾		10,000	D	⁽⁷⁾	1,323,662	D⁽⁸⁾
Class A Common Stock	06/07/2023		S⁽⁷⁾		5,000	D	⁽⁷⁾	492,178	I	See footnotes⁽⁹⁾⁽¹⁰⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. The reported 2,308,310 shares of Class A common stock, par value $0.0001 per share ("Class A common stock"), of the Issuer are held directly by ArcLight CTC Holdings II, L.P., a Delaware limited partnership (the "Sponsor"). Daniel R. Revers has voting and investment discretion with respect to the securities held by the Sponsor, and thus may be deemed to have beneficial ownership of such securities. Mr. Revers expressly disclaims any such beneficial ownership of such securities, except to the extent of his individual pecuniary interest therein.

2. The reported price is a volume weighted average price ("VWAP"). The reported securities were sold in open market transactions at prices ranging from $6.22 to $6.34, inclusive. The reporting person undertakes to provide to the SEC, the Issuer or any stockholder of the Issuer, upon request, the relevant amount of shares sold to the market at each price within the ranges set forth in footnotes (4) and (7) of this Form 4.

3. The reported securities include 1,333,662 shares which were previously reported as indirectly held but were received in a distribution by the Sponsor on April 27, 2023.

4. The reported price is a VWAP. The reported securities were sold in open market transactions at prices ranging from $6.22 and $6.33, inclusive.

5. The reported securities were sold by Revers Special Ops Holdings, LLC, a Delaware limited liability company ("Special Ops Holdings"). After giving effect to such transaction, the reported securities consists of (i) 331,235 shares of Class A common stock held directly by ACHP B, L.P., a Delaware limited partnership ("ACHP B"), (ii) 69,572 shares of Class A common stock held directly by ACTC Holdings GP II, LLC, a Delaware limited liability company and general partner of the Sponsor ("ACTC GP"), and (iii) 96,371 shares of Class A common stock held directly by Special Ops Holdings.

6. (continued from footnote 5) Mr. Revers has voting and investment discretion with respect to the securities held by ACHP B, ACTC GP and Special Ops Holdings, and thus may be deemed to have beneficial ownership of such securities. Mr. Revers expressly disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

7. The reported price is a VWAP. The reported securities were sold in open market transactions at prices ranging from $6.21 and $6.39, inclusive.

8. The reported securities include 1,323,662 shares which were previously reported as indirectly held but were received in a distribution by the Sponsor on April 27, 2023.

9. The reported securities were sold by Special Ops Holdings. After giving effect to such transaction, the reported securities consists of (i) 331,235 shares of Class A common stock held directly by ACHP B, L.P., a Delaware limited partnership ("ACHP B"), (ii) 69,572 shares of Class A common stock held directly by ACTC Holdings GP II, LLC, a Delaware limited liability company and general partner of the Sponsor ("ACTC GP"), and (iii) 91,371 shares of Class A common stock held directly by Revers Special Ops Holdings, LLC, a Delaware limited liability company ("Special Ops Holdings").

10. (continued from footnote 9) Mr. Revers has voting and investment discretion with respect to the securities held by ACHP B, ACTC GP and Special Ops Holdings, and thus may be deemed to have beneficial ownership of such securities. Mr. Revers expressly disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

	By: /s/ Daniel R. Revers	06/08/2023
	** 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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