OPAL HoldCO LLC - Mar 12, 2024 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: Mar 12, 2024
Transactions value $: $0
Form type: 4
Date filed: 3/14/2024, 07:31 PM
Previous filing: Jul 25, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	OPAL	Class D common stock	Conversion of derivative security		-71.5M	-50.22%		70.9M	Mar 12, 2024	Direct	F1
transaction	OPAL	Class B common stock	Conversion of derivative security		+71.5M			71.5M	Mar 12, 2024	Direct	F1

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
holding	OPAL	Class B Common Units of OPAL Fuels LLC						142M	Mar 12, 2024	Class C common stock	142M		Direct	F2

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

Explanation of Responses:

Id	Content
F1	Pursuant to the Certificate of Incorporation of OPAL Fuels Inc. (the "Company"), each share of Class D common stock of the Company is convertible into one share of Class B common stock of the Company at the option of the holder thereof at any time upon written notice to the Company. No conversion price is required to be paid in connection with such conversion. On March 12, 2024, OPAL HoldCo LLC delivered notice to the Company of its election to convert 71,500,000 shares of Class D common stock into a corresponding number of shares of Class B common stock.
F2	The Class B Common Units of OPAL Fuels LLC are redeemable at any time by the reporting person for, at the election of the Company, 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.

Content

Pursuant to the Certificate of Incorporation of OPAL Fuels Inc. (the "Company"), each share of Class D common stock of the Company is convertible into one share of Class B common stock of the Company at the option of the holder thereof at any time upon written notice to the Company. No conversion price is required to be paid in connection with such conversion. On March 12, 2024, OPAL HoldCo LLC delivered notice to the Company of its election to convert 71,500,000 shares of Class D common stock into a corresponding number of shares of Class B common stock.

The Class B Common Units of OPAL Fuels LLC are redeemable at any time by the reporting person for, at the election of the Company, 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.