OPAL HoldCO LLC - Jul 21, 2022 Form 4 Insider Report for OPAL Fuels Inc. (OPAL)

Role: 10%+ Owner
Signature: /s/ John Coghlin, as Attorney-in-Fact
Stock symbol: OPAL
Transactions as of: Jul 21, 2022
Transactions value $: $0
Form type: 4
Date filed: 7/25/2022, 05:07 PM
Next filing: Mar 14, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	OPAL	Class D Common Stock	Award	$0	+142M		$0.00	142M	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 Common Units of OPAL Fuels LLC	Award	$0	+142M		$0.00	142M	Jul 21, 2022	Class C Common Stock	142M		Direct	F3, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The reported amount of shares of Class D Common Stock were received as consideration in connection with the Business Combination Agreement, as defined in the Issuer's prospectus filed with the Securities and Exchange Commission on June 27, 2022 (the "Business Combination Agreement"), with the number of such shares of Class D common stock equal to the number of Class B Common Units of OPAL Fuels LLC received by the reporting person as consideration for common units of OPAL Fuels LLC in connection with the Business Combination Agreement. Shares of Class D Common Stock have no economic value but entitle the holder thereof to five votes per share for each share of Class D Common Stock held of record by such holder on all matters on which stockholders generally are entitled to vote. The Issuer is the managing member of OPAL Fuels LLC, a Delaware limited liability company, which directly or indirectly holds substantially all of the consolidated assets and business of the Issuer.
F2	The reported amount of shares of Class D Common Stock excludes an aggregate of 9,657,625 shares of Class D Common Stock potentially issuable to the reporting entity in connection with the First Earnout Tranche and Second Earnout Tranche as described in the Issuer's prospectus filed with the Securities and Exchange Commission on June 27, 2022 (File No. 333-262583). The reporting entity is controlled, through Fortistar LLC and certain of its subsidiaries and affiliates, by Mr. Mark Comora, a director of the Issuer.
F3	The Class B Common Units of OPAL Fuels LLC are redeemable at any time by the Reporting Person for, at the election of the Issuer, newly-issued Class C common stock on a one-for-one basis or a cash payment equal to the volume weighted average market price of one Class C common stock for each Class B Common Unit redeemed. Upon the redemption of any Class B Common Units, a number of Class D common stock equal to the number of Class B Common Units that are redeemed will be cancelled by the Issuer for no consideration.
F4	Represents Class B Common Units received as consideration for common units of OPAL Fuels LLC in connection with the Business Combination Agreement.