OPAL Fuels (OPAL) Form 4 Change in insider ownership

SEC Form 4

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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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

ArcLight CTC Holdings II, L.P.

(Last) (First) (Middle)

200 CLARENDON ST, 55TH FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
OPAL Fuels Inc. [ OPAL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
04/27/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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	04/27/2023		J(1)		5,943,014	D	(1)	2,308,310	I	See footnotes(2)(3)
Class A Common Stock								1,839,840	I	See footnote(4)(5)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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

Explanation of Responses:

1. On April 27, 2023, ArcLight CTC Holdings II, L.P., a Delaware limited partnership (the "Sponsor"), distributed the reported securities to its partners for no consideration (the "Distribution").

2. The reported 2,308,310 shares of Class A common stock, par value $0.0001 per share ("Class A common stock"), of the Issuer are held directly by the Sponsor after giving effect to the Distribution. Daniel R. Revers has voting and investment discretion with respect to the securities held by the Sponsor, and thus may be deemed to have beneficial ownership of such securities. Mr. Revers expressly disclaims any such beneficial ownership of such securities, except to the extent of his individual pecuniary interest therein.

3. This is an exit filing solely with respect to the Sponsor.

4. Consists of (i) 1,339,662 shares of Class A common stock received by Daniel Revers in the Distribution, (ii) 331,235 shares of Class A common stock received by ACHP B, L.P., a Delaware limited partnership ("ACHP B"), in the Distribution, (iii) 69,572 shares of Class A common stock received by ACTC Holdings GP II, LLC, a Delaware limited liability company and general partner of the Sponsor ("ACTC GP"), in the Distribution and (iv) 99,371 shares of Class A common stock received by Revers Special Ops Holdings, LLC, a Delaware limited liability company ("Special Ops Holdings"), in the Distribution, which, in each case, constituted a non-reportable change in form pursuant to Rule 16a-13.

5. (continued from footnote 4) Mr. Revers has voting and investment discretion with respect to the securities held by ACHP B, ACTC GP and Special Ops Holdings, and thus may be deemed to have beneficial ownership of such securities. Mr. Revers expressly disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

	ARCLIGHT CTC HOLDINGS II, L.P. By: ACTC HOLDINGS GP II, LLC, its General Partner By: ARCLIGHT CAPITAL HOLDINGS, LLC, its Manager By: ACHP II, L.P., its Managing Member By: ACH GP, LLC, its General Partner By: /s/ Daniel R. Revers Title: Manager	05/01/2023
	By: /s/ Daniel R. Revers	05/01/2023
	** Signature of Reporting Person	Date
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