Anthony Falbo - Mar 31, 2023 Form 4 Insider Report for OPAL Fuels Inc. (OPAL)

Role: Chief Operating Officer
Signature: /s/ John Coghlin as Attorney-in-Fact
Stock symbol: OPAL
Transactions as of: Mar 31, 2023
Transactions value $: $0
Form type: 4
Date filed: 4/4/2023, 04:35 PM
Previous filing: Oct 4, 2022
Next filing: Oct 5, 2023

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	Stock options (right to buy)	Award	$0	+8.75K		$0.00	8.75K	Mar 31, 2023	Class A common stock	8.75K	$6.97	Direct	F1, F2, F3, F4, F5
transaction	OPAL	Restricted Stock Units	Award	$0	+16.5K	+165%	$0.00	26.5K	Mar 31, 2023	Class A common stock	16.5K		Direct	F1, F6, F7, F8, F9, F10

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

Explanation of Responses:

Id	Content
F1	Granted pursuant to the Issuer's 2022 Omnibus Equity Incentive Plan (the "Plan").
F2	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.
F3	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.
F4	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.
F5	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.
F6	Each restricted stock unit represents the contingent right to receive, at settlement, one share of the Issuer's Class A common stock.
F7	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.
F8	In the event that the Reporting Persons 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.
F9	Notwithstanding the foregoing, upon the occurrence of a termination of employment by reason of the Reporting Persons (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.
F10	Upon the occurrence of a termination by reason of the Reporting Persons death, any unvested portion of the RSUs shall accelerate and vest in full.