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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 | (4) | 12/18/2015 | M | 16,667 | (5) | (5) | Common Stock | 16,667 | (4) | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Lopez-Baldrich Pedro J. 1621 FISKE PLACE OXNARD, CA 93033 |
Former GC, Corp Sec & VP Adm |
/s/ Alfred Palomino, Attorney-in-Fact | 12/22/2015 | |
**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 on February 20, 2014, pursuant to the Clean Diesel Technologies, Inc. (CDTI) Stock Incentive Plan and accelerated on December 11, 2015 pursuant to a Separation Agreement and Release, the settlement of which was delayed until December 18, 2015. |
(2) | Shares were sold to cover the reporting person's tax obligation in connection with the issuance of the RSUs and conversion of 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 $1.00 to 1.02, 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. |
(4) | Each RSU represents a contingent right to receive one share of CDTI's common stock. |
(5) | RSUs vest as to 1/3 on each of September 5, 2014, September 5, 2015 and September 5, 2016. RSUs paid to the Participant as soon as practicable following the date of vesting, 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 of service, for any or no reason other than death, will be forfeited. |
Remarks: Exhibit 24 Power of Attorney |