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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: 0001104659-13-038220

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File numbers found in text: 333-187456

Date
May 7, 2013
Author
J. Nathan Jensen
Form
CORRESP
Company
Clean Energy Fuels Corp. (CLNE) (CIK 0001368265)

Letter

VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Attention: Mara L. Ransom, Assistant Director RE: Clean Energy Fuels Corp. Registration Statement on Form S-3, as amended File No. 333-187456 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.

Show Raw Text
CORRESP
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filename1.htm

3020   Old Ranch Parkway, Suite 400

J. Nathan Jensen

Seal   Beach, California 90740

Vice President and General Counsel

562.493.2804

Facsimile:   562.493.4532

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. 333-187456

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

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