Form 4 for OPAL OPAL Fuels Inc.
Accepted 2022-07-25 00:00:00 ET · period of report 2022-07-21 · accession 0001213900-22-041414 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| D | 2022-07-25 | 2022-07-21 | OPAL | ArcLight CTC Holdings II, L.P. | 10% | A - Grant | — | +9.64M | 9.64M | New | — |
| D | 2022-07-25 | 2022-07-21 | OPAL | ArcLight CTC Holdings II, L.P. | 10% | A - Grant | — | +9.22M | 9.22M | New | — |
| DM | 2022-07-25 | 2022-07-21 | OPAL | ArcLight CTC Holdings II, L.P. | 10% | D - Sale to Iss | — | -16.86M | 0 | -100% | — |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Class A Common Stock | 2022-07-21 | A | A | 9,639,076 | — | 9,639,076 | D | — | — | (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. (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. |
| 2 | Derivative | Warrants | 2022-07-21 | A | A | 9,223,261 | — | 9,223,261 | D | — · — to — | 9,223,261 Class A Common Stock | (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. (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. |
| 3 | Derivative | Warrants | 2022-07-21 | D | D | 9,223,261 | — | 9,223,261 | D | — · — to — | 9,223,261 Class A Ordinary Shares | (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. (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. |
| 4 | Derivative | Class B Ordinary Shares | 2022-07-21 | D | D | 7,639,076 | — | 0 | D | — · — to — | 7,639,076 Class A Common Stock | (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. (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. |