Co-Chief Executive Officer Comora Adam covered exercise/tax liability with 37,157 shares and converted options into 103,073 shares, increasing direct ownership by 93% to 136,691 units (SEC Form 4)
$OPAL
Natural Gas Distribution
Utilities
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
OPAL Fuels Inc. [ OPAL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/31/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A common stock | 03/31/2025 | M | 35,868 | A | (1) | 106,643 | D | |||
| Class A common stock | 03/31/2025 | F(2) | 12,930 | D | $1.84 | 93,713 | D | |||
| Class A common stock | 03/31/2025 | M | 67,205 | A | (1) | 160,918 | D | |||
| Class A common stock | 03/31/2025 | F(2) | 24,227 | D | $1.84 | 136,691 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | (1) | 03/31/2025 | M | 35,868 | (3) | (3) | Class A common stock | 35,868 | $0 | 35,868 | D | ||||
| Restricted Stock Units | (1) | 03/31/2025 | M | 67,205 | (4) | (4) | Class A common stock | 67,205 | $0 | 134,408 | D | ||||
| Restricted Stock Units | (5) | 03/31/2025 | A | 489,429 | (5) | (5) | Class A common stock | 489,429 | $0 | 489,429 | D | ||||
| Explanation of Responses: |
| 1. Each restricted stock unit represents the right to receive, at settlement, one share of Class A common stock. This transaction represents the settlement of restricted stock units in shares of Class A common stock on their scheduled vesting date. |
| 2. Represents the shares held by the Company to satisfy tax withholding requirements on vesting of restricted stock units. The total value of securities withheld was based on a price of $1.84 per share, the closing price of Class A common stock on March 31, 2025. |
| 3. On March 31, 2023, the Reporting Person was granted 107,605 restricted stock units ("RSUs") pursuant to the terms of the Issuer's 2022 Omnibus Equity Incentive Plan (the "Plan"). A total of 35,869 RSUs vested on March 31, 2024, a total of 35,868 RSUs vested on March 31, 2025, and a total of 35,868 RSUs are scheduled to vest on March 31, 2026, provided that the Reporting Person continues to provide services to the Issuer through the applicable vesting date. Each restricted stock unit represents the right to receive, at settlement, one share of Class A common stock. |
| 4. On March 31, 2024, the Reporting Person was granted 201,613 RSUs pursuant to the Plan. A total of 67,205 RSUs vested on March 31, 2025, a total of 67,204 RSUs are scheduled to vest on March 31, 2026, and a total of 67,204 RSUs are scheduled to vest on March 31, 2027, provided that the Reporting Person continues to provide services to the Issuer through the applicable vesting date. Each restricted stock unit represents the right to receive, at settlement, one share of Class A common stock. |
| 5. On March 31, 2025, the Reporting Person was granted 489,429 RSUs pursuant to the Plan. A total of 163,143 RSUs are scheduled to vest on March 31, 2026, a total of 163,143 RSUs are scheduled to vest on March 31, 2027, and a total of 163,143 RSUs are scheduled to vest on March 31, 2028, provided that the Reporting Person continues to provide services to the Issuer through the applicable vesting date. Each restricted stock unit represents the right to receive, at settlement, one share of Class A common stock. |
| Remarks: |
| /s/ John Coghlin as Attorney-in-Fact | 04/02/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||