OPAL Fuels Inc. — Director's Dealing 2022

Jul 25, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: OPAL Fuels Inc. (OPAL)
CIK: 0001842279
Period of Report: 2022-07-21

Reporting Person: Comora Mark S (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-07-21	Class A Common Stock	A	880600	$10.00	Acquired	880600	Indirect
2022-07-21	Class D Common Stock	A	142377450	—	Acquired	143258050	Indirect
2022-07-21	Class D Common Stock	A	2021587	—	Acquired	145279637	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-07-21	Class B Common Units of OPAL Fuels LLC	$	A	142377450	Acquired		Class C Common Stock (142377450)	Indirect
2022-07-21	Class B Common Units of OPAL Fuels LLC	$	A	2021587	Acquired		Class C Common Stock (2021587)	Indirect

Footnotes

F1: The reported amount of shares of Class A Common Stock were purchased by Fortistar LLC ("Fortistar") for a purchase price of $10.00 per share, pursuant to the terms of that certain Subscription Agreement, dated December 2, 2021, between ArcLight Clean Transition Corp. II and Fortistar. Each holder of Class A Common Stock will be entitled to one vote for each share of Class A Common Stock held of record by such holder on all matters on which stockholders generally are entitled to vote. Mr. Comora controls Fortistar as its President and Sole Member and he is deemed to have beneficial ownership of the securities held by Fortistar.

F2: 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.

F3: The reported amount of shares of Class D Common Stock consists of 142,377,450 shares of Class D Common Stock owned of record by OPAL HoldCo LLC ("OPAL HoldCo"), but excludes an aggregate of 9,657,625 shares of Class D Common Stock potentially issuable to OPAL HoldCo 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 "First Earnout Tranche" and the "Second Earnout Tranche"). Mr. Comora controls OPAL HoldCo through Fortistar and certain of its subsidiaries and affiliates. Accordingly, the reporting person is deemed to have beneficial ownership of the securities held by OPAL Holdco.

F4: The reported amount of shares of Class D Common Stock consists of 2,021,587 shares of Class D Common Stock owned of record by Hillman RNG Investments, LLC ("Hillman"), but excludes an aggregate of 137,127 shares of Class D Common Stock potentially issuable to Hillman in connection with the First Earnout Tranche and Second Earnout Tranche. Mr. Comora controls Hillman through Fortistar and certain of its subsidiaries and affiliates. Accordingly, the reporting person is deemed to have beneficial ownership of the securities held by Hillman.

F5: 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.

F6: Represents Class B Common Units received as consideration for common units of OPAL Fuels LLC in connection with the Business Combination Agreement.