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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 | ||||||||
Warrants | $ 7.92 | 10/15/2010 | J | 40,220 (1) | 10/15/2010 | (4) | Common Stock | 40,220 | $ 0 | 40,220 | D (2) | ||||
Warrants | $ 7.92 | 10/15/2010 | J | 15,108 (1) | 10/15/2010 | (4) | Common Stock | 15,108 | $ 0 | 55,328 | D (3) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
ELLIS ALEXANDER III C/O ROCKPORT CAPITAL PARTNERS, LP 160 FEDERAL STREET, 18TH FLOOR BOSTON, MA 02110 |
X | X | ||
RockPort Capital Partners, L.P. 160 FEDERAL STREET, 18TH FLOOR BOSTON, MA 02110 |
X | X | ||
ROCKPORT CAPITAL I LLC 160 FEDERAL STREET, 18TH FLOOR BOSTON, MA 02110 |
X | X | ||
RP Co-Investment Fund I, L.P. 160 FEDERAL STREET, 18TH FLOOR BOSTON, MA 02110 |
X | X | ||
RP Co-Investment Fund I GP, LLC 160 FEDERAL STREET, 18TH FLOOR BOSTON, MA 02110 |
X | X | ||
James Janet Burrows 160 FEDERAL STREET, 18TH FLOOR BOSTON, MA 02110 |
X | X | ||
JAMES WILLIAM E 160 FEDERAL STREET, 18TH FLOOR BOSTON, MA 02110 |
X | X | ||
MCDERMOTT CHARLES J 160 FEDERAL STREET, 18TH FLOOR BOSTON, MA 02110 |
X | X | ||
Prend David J 160 FEDERAL STREET, 18TH FLOOR BOSTON, MA 02110 |
X | X | ||
Wilson Stoddard Moran 160 FEDERAL STREET, 18TH FLOOR BOSTON, MA 02110 |
X | X |
ALEXANDER ELLIS III, By: /s/ Tom Scott, Attorney-in-Fact | 10/19/2010 | |
**Signature of Reporting Person | Date | |
ROCKPORT CAPITAL PARTNERS, LP, By: Rockport Capital I, LLC, General Partner, By: /s/ Tom Scott, Attorney-in-Fact | 10/19/2010 | |
**Signature of Reporting Person | Date | |
RP CO-INVESTMENT FUND I, L.P., By: RP Co-Investment Fund I GP, LLC, By: /s/ Tom Scott, Attorney-in-Fact | 10/19/2010 | |
**Signature of Reporting Person | Date | |
ROCKPORT CAPITAL I, LLC, By: /s/ Tom Scott, Attorney-in-Fact | 10/19/2010 | |
**Signature of Reporting Person | Date | |
RP CO-INVESTMENT FUND I GP, LLC, By: /s/ Tom Scott, Attorney-in-Fact | 10/19/2010 | |
**Signature of Reporting Person | Date | |
JANET B. JAMES, By: /s/ Tom Scott, Attorney-in-Fact | 10/19/2010 | |
**Signature of Reporting Person | Date | |
WILLIAM E. JAMES, By: /s/ Tom Scott, Attorney-in-Fact | 10/19/2010 | |
**Signature of Reporting Person | Date | |
CHARLES J. MCDERMOTT, By: /s/ Tom Scott, Attorney-in-Fact | 10/19/2010 | |
**Signature of Reporting Person | Date | |
DAVID J. PREND, By: /s/ Tom Scott, Attorney-in-Fact | 10/19/2010 | |
**Signature of Reporting Person | Date | |
STODDARD M. WILSON, By: /s/ Tom Scott, Attorney-in-Fact | 10/19/2010 | |
**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) | This filing is being made as the result of the acquisition of securities of Clean Diesel Technologies, Inc. ("CDTI") by RockPort Capital Partners, L.P. and RP Co-Investment Fund I, L.P. in exchange for securities of Catalytic Solutions, Inc. ("CSI") previously held thereby, pursuant to the merger (the "Merger") of a wholly owned subsidiary of CDTI into CSI on October 15, 2010. As a result of the Merger, CSI became a wholly owned subsidiary of CDTIl. The reporting persons owned no securities of CDTI prior to the Merger. |
(2) | Such securities are held directly by RockPort Capital Partners, L.P., and may be deemed to be beneficially owned by RockPort Capital I, LLC, the general partner of RockPort Capital Partners, L.P, and by Alexander Ellis III, Janet B. James, William E. James, Charles J. McDermott, David J. Prend and Stoddard M. Wilson, who are the managing members of RockPort Capital I, LLC. All such persons other than RockPort Capital Partners, L.P. disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that such reporting person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
(3) | Such securities are held directly by RP Co-Investment Fund I, L.P. , and may be deemed to be beneficially owned by RP Co-Investment Fund I GP, LLC, the general partner of RP Co-Investment Fund I, L.P., and by Alexander Ellis III, Janet B. James, William E. James, Charles J. McDermott, David J. Prend and Stoddard M. Wilson, who are the managing members of RP Co-Investment Fund I GP, LLC. All such persons other than RP Co-Investment Fund I, L.P. disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that such reporting person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
(4) | The warrants expire on the earlier of (a) October 10, 2013 and (b) the date 30 days after CDTI notifies the warrant holder that the market price of CDTI's common stock has exceeded $10.30 for 10 consecutive days. |