SEC Company Response from Clean Energy Fuels Corp. (CLNE) (CIK 0001368265) (CLNE) — May 7, 2013
Clean Energy Fuels Corp. (CLNE) (CIK 0001368265)
Date: May 7, 2013 · CIK: 0001368265 · Accession: 0001104659-13-038217
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File numbers found in text: 333-187085
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CORRESP 1 filename1.htm 3020 Old Ranch Parkway, Suite 400 Seal Beach, California 90740 562.493.2804 Facsimile: 562.493.4532 J. Nathan Jensen Vice President and General Counsel www.cleanenergyfuels.com VIA EDGAR May 7, 2013 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Mara L. Ransom, Assistant Director RE: Clean Energy Fuels Corp. Registration Statement on Form S-3, as amended File No. 333-187085 Request for Acceleration Dear Sir or Madam: Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned registrant, Clean Energy Fuels Corp., a Delaware corporation (the “Registrant”), hereby requests that the above-referenced Registration Statement (the “Registration Statement”) be declared effective at 4:00 p.m., New York City time, on May 8, 2013, or as soon as practicable thereafter. The Registrant hereby acknowledges that: (i) should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement; (ii) the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and (iii) the Registrant may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. [Signature page follows] Very truly yours, CLEAN ENERGY FUELS CORP. By: /s/ J. Nathan Jensen J. Nathan Jensen Vice President and General Counsel cc: Charles Lee, Esq., Securities and Exchange Commission Lilyanna Peyser, Esq. Securities and Exchange Commission Andrew D. Thorpe, Morrison & Foerster LLP 2