CLNE Clean Energy Fuels Corp

Item 1.01                                            Entry into a Material Definitive Agreement.

On July 14, 2016, Clean Energy Fuels Corp. (the “Company”) entered into separate privately negotiated exchange agreements with each of the holders (collectively, the “Holders”) of the Company’s then-outstanding 7.5% Convertible Notes due 2016 (the “Notes”). Pursuant to the terms of each exchange agreement, each Holder exchanged its Note and all amounts due and owing thereunder for (i) a specified number of shares of the Company’s common stock (collectively, the “Shares”), plus (ii) an amount in cash equal to the total amount due and owing under such Holder’s Note less the value of the Shares issued to such Holder, with such Share value calculated based on the average per share volume-weighted average price for the Company’s common stock for the 15 trading days prior to, and excluding, the closing date of the exchange transactions.

The exchange transactions contemplated by the exchange agreements closed on July 15, 2016, at which time the Company issued an aggregate of 14.0 million Shares and paid an aggregate of $37.9 million in cash, plus $0.2 million for accrued and unpaid interest, in exchange for all outstanding Notes and all amounts due and owing thereunder, totaling an aggregate of $85.2 million in outstanding principal amount and accrued and unpaid interest. As of the closing of the exchange transactions, no amounts remain due and owing under the Notes and all Notes have been terminated and cancelled in full.

The foregoing description of the exchange agreements does not purport to be complete and is qualified in its entirety by the full text of the form of exchange agreement, which is filed as Exhibit 10.115 to this Current Report on Form 8-K and is incorporated herein by reference.