ArcLight CTC Holdings II, L.P. - Jul 21, 2022 Form 4 Insider Report for OPAL Fuels Inc. (OPAL)

Role
10%+ Owner
Signature
ARCLIGHT CTC HOLDINGS II, L.P. By: ACTC HOLDINGS GP II, LLC, its General Partner By: ARCLIGHT CAPITAL HOLDINGS, LLC, its Manager By: ACHP II, L.P., its Managing Member By: ACH GP, LLC, its General Partner By: /s/ Daniel R. Revers Title: Manager
Stock symbol
OPAL
Transactions as of
Jul 21, 2022
Transactions value $
$0
Form type
4
Date filed
7/25/2022, 07:15 PM
Previous filing
May 10, 2021
Next filing
Aug 5, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction OPAL Class A Common Stock Award +9.64M 9.64M Jul 21, 2022 Direct F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction OPAL Class B Ordinary Shares Disposed to Issuer -7.64M -100% 0 Jul 21, 2022 Class A Common Stock 7.64M Direct F1, F2, F3
transaction OPAL Warrants Disposed to Issuer -9.22M -50% 9.22M Jul 21, 2022 Class A Ordinary Shares 9.22M Direct F1, F3
transaction OPAL Warrants Award +9.22M 9.22M Jul 21, 2022 Class A Common Stock 9.22M Direct F1, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 9,639,076 shares of common stock, par value $0.0001 ("New OPAL Common Stock"), of New OPAL (as defined below) are held directly by ArcLight CTC Holdings, L.P. a Delaware limited liability 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 interests therein. The business address of Sponsor and Mr. Revers is 200 Clarendon Street, 55th Floor, Boston, MA, 02116.
F2 Pursuant to the Business Combination, dated December 2, 2021, by and among ArcLight Clean Transition Corp. II, a Cayman Islands exempted company (the "Company"), OPAL Fuels LLC, a Delaware limited liability company ("OPAL Fuels"), and OPAL HoldCo LLC, a Delaware limited liability company ("OPAL HoldCo"), the parties effected a business combination transaction ("Business Combination"), on July 21, 2022. In connection with the Business Combination, the Company domesticated as a Delaware corporation (the "Domestication") and changed its name to "OPAL Fules Inc." ("New OPAL"). In connection with the consummation of the Business Combination and the Domestication, 7,639,076 of Sponsor's Class B ordinary shares, par value $0.0001, of the Company, which were previously convertible into Class A ordinary shares, par value $0.0001, of the Company ("Class A ordinary shares") converted into shares of common stock, par value $0.0001, of New OPAL ("New OPAL Common Stock") simultaneously with the closing of the Business Combination.
F3 In connection with the consummation of the Business Combination, 9,223,261 of the private placement warrants of the Company ("ArcLight Private Placement Warrants") held by Sponsor, which previously entitled Sponsor to purchase one Class A Ordinary Share at a price of $11.50 per whole share at any time commencing on the later of one year from the closing of the Company's initial public offering or 30 days after the completion of an initial business combination of the Company, were converted into private placement warrants of New OPAL (each a "New OPAL Private Placement Warrant") simultaneously with the closing of the Business Combination, with each whole New OPAL Private Placement Warrant entitling the holder thereof to the right to purchase one share of New OPAL Common Stock.