OPAL Fuels Inc. — Director's Dealing 2024

Mar 15, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: OPAL Fuels Inc. (OPAL)
CIK: 0001842279
Period of Report: 2024-03-12

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-03-12	Class D common stock	C	71500000	—	Disposed	70877450	Indirect
2024-03-12	Class B common stock	C	71500000	—	Acquired	71500000	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class D common stock	2021587	Indirect
Class A common stock	10125	Direct
Class A common stock	880600	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Units of OPAL Fuels LLC	$		Class C common stock (142377450)	142377450	Indirect
Class B Common Units of OPAL Fuels LLC	$		Class C common stock (2021587)	2021587	Indirect

Footnotes

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.

F2: 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 reporting person is the Chairman of the Board of Directors of the Company and the President of Fortistar Renewables LLC, which is the Manager of OPAL HoldCo LLC. The reporting person is also the President of OPAL HoldCo LLC. Through Fortistar LLC and various other subsidiaries of Fortistar LLC, the reporting person controls OPAL Holdco LLC. The reporting person disclaims beneficial ownership of all securities reported in this Form 4 except to the extent of his pecuniary interest therein, other than those securities reported herein as being held directly by such reporting person.

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 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.