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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Restricted Share Units | (6) | 08/07/2015 | M | 2,614 | (7) | (7) | Common Stock | 2,614 | $ 0 (6) | 0 | D | ||||
Restricted Share Units | (6) | 08/07/2015 | M | 4,079 | (8) | (8) | Common Stock | 4,079 | $ 0 (6) | 4,080 | D | ||||
Restricted Share Units | (6) | 08/07/2015 | M | 5,000 | (9) | (9) | Common Stock | 5,000 | $ 0 (6) | 10,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Shea David Eric C/O CLEAN DIESEL TECHNOLOGIES, INC. 1621 FISKE PLACE OXNARD, CA 93033 |
Chief Financial Officer |
/s/Kristi Cushing for David Eric Shea | 08/11/2015 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Shares of Common Stock acquired upon settlement of Restricted Share Units ("RSUs") granted May 24, 2012 pursuant to the Clean Diesel Technologies, Inc. ("CDTI") Stock Incentive Plan. |
(2) | Shares of Common Stock acquired upon settlement of RSUs granted March 20, 2013 pursuant to the CDTI Stock Incentive Plan. |
(3) | Shares of Common Stock acquired upon settlement of RSUs granted February 20, 2014 pursuant to the CDTI Stock Incentive Plan. |
(4) | Shares were sold to cover the reporting person's tax obligation in connection with the issuance of the RSUs and conversion into shares of Common Stock. |
(5) | The price reported in column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $1.45 to $1.47, inclusive. The reporting person undertakes to provide CDTI, and security holder of CDTI or the staff of the Securities and Exchange Commission upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote to this Form 4. |
(6) | Each RSU represents a contingent right to receive one share of CDTI common stock. |
(7) | RSU vests as to 1/3 on each of March 20, 2013, March 20, 2014 and March 20, 2015. Issuance to occur as soon as practicable following the date of vesting and subject to compliance with Issuer's Insider Trading Policy, but in all cases within two and one-half months following the end of the Issuer's tax year that includes the date such RSUs vest. RSUs that have not vested at the time of the reporting person's termination, for any or no reason other than death, will be forfeited. |
(8) | RSU vests as to 1/3 on each of March 20, 2014, March 20, 2015 and March 20, 2016. Issuance to occur as soon as practicable following the date of vesting and subject to compliance with Issuer's Insider Trading Policy, but in all cases within two and one-half months following the end of the Issuer's tax year that includes the date such RSUs vest. RSUs that have not vested at the time of the reporting person's termination, for any or no reason other than death, will be forfeited. |
(9) | RSU vests as to 1/3 on each of March 20, 2015, March 20, 2016 and March 20, 2017. Issuance to occur as soon as practicable following the date of vesting and subject to compliance with Issuer's Insider Trading Policy, but in all cases within two and one-half months following the end of the Issuer's tax year that includes the date such RSUs vest. RSUs that have not vested at the time of the reporting person's termination, for any or no reason other than death, will be forfeited. |