SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CLEARFIELD INC /MN/ CENTRAL INDEX KEY: 0000796505 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPRATUS (3661) IRS NUMBER: 411347235 STATE OF INCORPORATION: MN FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-39957 BUSINESS ADDRESS: STREET 1: 5480 NATHAN LANE NORTH SUITE 120 CITY: PLYMOUTH STATE: MN ZIP: 55442 BUSINESS PHONE: 7634766866 MAIL ADDRESS: STREET 2: 5480 NATHAN LANE NORTH SUITE 120 CITY: PLYMOUTH STATE: MN ZIP: 55442 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: JAIN ANIL K CENTRAL INDEX KEY: 0001104315 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPRATUS (3661) STATE OF INCORPORATION: MN FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 4 WEST BAY LANE CITY: NORTH OAKS STATE: MN ZIP: 55127 BUSINESS PHONE: 6122108734 MAIL ADDRESS: STREET 2: 4 WEST BAY LANE CITY: NORTH OAKS STATE: MN ZIP: 55127 10001.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* CLEARFIELD, INC. ______________________________________ (Name of Issuer) Common Stock, $0.01 Par Value ______________________________________ (Title of Class of Securities) 18482P ______________________________________ (CUSIP Number) ___________________________________________________ (Date of Event which Requires Filing of this Statement) The remainder of this cover page should be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13G - ------------------------------------ CUSIP No. 18482P Page 2 of 6 pages, including exhibits - ----------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Anil K. Jain - -------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] N/A - ------------------ 3 SEC USE ONLY - ----------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION USA - --------------------------------------- 5 SOLE VOTING POWER 5,250 NUMBER OF --------------------- SHARES 6 SHARED VOTING POWER BENEFICIALLY 1,389,707 OWNED BY -------------------------- EACH 7 SOLE DISPOSITIVE POWER REPORTING 5,250 PERSON WITH ------------------------------- 8 SHARED DISPOSITIVE POWER 1,389,707 - -------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,389,707 - -------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [X] - ----------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 11.6% - ------------------------------------------------ 12 TYPE OF REPORTING PERSON (See Instructions) IN - ----------------------------------------------- 14 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [ ] Rule 13d-1(c) [X] Rule 13d-1(d) SCHEDULE 13G - --------------------------------------------- CUSIP No. 18482P Page 3 of 6 pages, including exhibits - ------------------------------------------- Item 1 (a) Name of Issuer: Clearfield, Inc. (b) Address of Issuer's Principal Executive Offices: 5480 Nathan Lane North, Suite 120 Plymouth, Minnesota 55442 Item 2 (a) Name of Person Filing Anil K. Jain (b) Address of Principal Business Office or, if none, Residence: 4 West Bay Lane North Oaks, Minnesota 55127 (c) Citizenship: United States (d) Title of Class of Securities: Common Stock, $0.01 Par Value (e) CUSIP Number: 18482P SCHEDULE 13G - ------------------------------------------- CUSIP No. 18482P Page 4 of 6 pages, including exhibits - --------------------------------------------- If this statement is filed pursuant to Sec. Sec. 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: Not Applicable (a)[ ] Broker or dealer registered under section 15 of the Act. (b)[ ] Bank as defined in section 3(a)(6) of the Act. (c)[ ] Insurance company as defined in section 3(a)(19) of the Act. (d)[ ] Investment company registered under section 8 of the Investment Company Act of 1940. (e)[ ] An investment advisor in accordance with rule 13d-1(b)(1)(ii)(E); (f)[ ] An employee benefit plan or endowment fund in accordance with rule 13d-1(b)(1)(ii)(F); (g)[ ] A parent holding company or control person in accordance with rule 13d-1(b)(1)(ii)(G); (h)[ ] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act. (i)[ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940; (j)[ ] Group, in accordance with rule 13d-1(b)(1)(ii)(J). Item 4 Ownership: Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount beneficially owned: 1,389,707* (b) Percent of Class: 11.6% (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: 5,250 (ii) Shared power to vote or to direct the vote: 1,389,707 (iii)Sole power to dispose or to direct the disposition of: 5,250 (iv) Shared power to dispose or to direct the disposition of:1,389,707 *Excludes 5,250 Shares held by Reporting Person as Trustee of Trusts for relatives for which he is not a beneficial owner. Reporting person has sole power to vote, dispose or direct the disposition of said Trust shares but disclaims beneficial ownership of said shares. SCHEDULE 13G - ---------------------------------------------- CUSIP No. 18482P Page 5 of 6 pages, including exhibits - ------------------------------------------- Item 5 Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ]. Item 6 Ownership of More than Five Percent on Behalf of Another Person. N/A Item 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company N/A Item 8 Identification and Classification of Members of the Group. N/A Item 9 Notice of Dissolution of Group. N/A SCHEDULE 13G - -------------------------------------------- CUSIP No. 18482P Page 6 of 6 pages, including exhibits - ------------------------------------------ Item 10 Certification: Not Applicable SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. February 11, 2009 (Date) /s/ Anil K. Jain (Signature) - -------------------------------------- Anil K. Jain (Name/Title) -----END PRIVACY-ENHANCED MESSAGE-----