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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 Stock Units | (5) | 06/17/2011 | M | 2,113 | 06/17/2011(6) | (6) | Common stock | 2,113 | $ 0 (5) | 4,227 | D | ||||
Restricted Stock Units | (5) | 06/17/2011 | M | 20,873 | 06/17/2011(7) | (7) | Common Stock | 20,873 | $ 0 (5) | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Mehta Nikhil Atul C/O CLEAN DIESEL TECHNOLOGIES, INC. 4567 TELEPHONE ROAD, SUITE 206 VENTURA, CA 93003 |
Chief Financial Officer |
/s/ Kristi Cushing for Nikhil Atul Mehta | 06/21/2011 | |
**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 vesting of Restricted Stock Units (RSUs) granted June 8, 2011 pursuant to the CDTI 1994 Incentive Plan. |
(2) | Shares were sold to cover the reporting person's tax obligation in connection with the vesting of RSUs and conversion into shares of common stock. |
(3) | The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $5.80 to $5.81, inclusive. The reporting person undertakes to provide CDTI, any 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 ranges set forth in footnotes 3 and 4 to this Form 4. |
(4) | The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $5.65 to $5.95, inclusive. |
(5) | Each RSU represents a contingent right to receive one share of CDTI common stock. |
(6) | The RSU vests as to 1/3 on the seventh business day from June 8, 2011, the date of grant, and 1/3 each on the first and second anniversary of the date of grant. Issuance will occur on vest date. RSUs that have not vested at the time of the reporting person's termination of service, for any or no reason, will be forfeited. |
(7) | The RSU vests as to 100% on the seventh business day from June 8, 2011, the date of grant. Issuance will occur on vest date. RSUs that have not vested at the time of the reporting person's termination of service, for any or no reason, will be forfeited. |