-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NF2m1HNH+271AcByaHEzF3OG6wWraE5/GEB4Jq3ET8qCvz+HNDG/Bd1Ed76jWkGY XqbLfj1WawOJ5CXehIxZmA== 0001140361-10-048151.txt : 20101203 0001140361-10-048151.hdr.sgml : 20101203 20101203163518 ACCESSION NUMBER: 0001140361-10-048151 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20101203 DATE AS OF CHANGE: 20101203 GROUP MEMBERS: ECF I MANAGEMENT LP GROUP MEMBERS: EEF I MANAGEMENT LP ("EEF MANAGEMENT) GROUP MEMBERS: EMERALD CLEANTECH FUND I LP ("ECF I") GROUP MEMBERS: EMERALD PARTNERS I LTD. GROUP MEMBERS: JOHN BRIDLE GROUP MEMBERS: PASCAL MAHIEUX GROUP MEMBERS: WALTER LOCHER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CLEAN DIESEL TECHNOLOGIES INC CENTRAL INDEX KEY: 0000949428 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INORGANIC CHEMICALS [2810] IRS NUMBER: 061393453 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-51147 FILM NUMBER: 101231866 BUSINESS ADDRESS: STREET 1: 4567 TELEPHONE ROAD STREET 2: SUITE 206 CITY: VENTURA STATE: CA ZIP: 93003 BUSINESS PHONE: 805 639 9458 MAIL ADDRESS: STREET 1: 4567 TELEPHONE ROAD STREET 2: SUITE 206 CITY: VENTURA STATE: CA ZIP: 93003 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Emerald Energy Fund I LP CENTRAL INDEX KEY: 0001503198 IRS NUMBER: 000000000 STATE OF INCORPORATION: Y7 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: PO BOX 255, TRAFALGAR COURT, LES BANQUES CITY: ST. PETER PORT STATE: Y7 ZIP: GY1 3QL BUSINESS PHONE: 44 0 1481 745747 MAIL ADDRESS: STREET 1: PO BOX 255, TRAFALGAR COURT, LES BANQUES CITY: ST. PETER PORT STATE: Y7 ZIP: GY1 3QL SC 13G/A 1 formsc13ga.htm CLEAN DIESEL TECHNOLOGIES, INC. SC 13G/A 10-15-2010 formsc13ga.htm
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO §240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO §240.13d-2.
 
(Amendment No. 1)*

Clean Diesel Technologies, Inc.
(Name of Issuer)

Common Stock, par value $0.01 per share
(Title of Class of Securities)

18449C 401
(CUSIP Number)

October 15, 2010
(Date of Event which Requires Filing of this Statement)
 

 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
¨ Rule 13d-1(b)
 
ý Rule 13d-1(c)
 
¨ Rule 13d-1(d)
 
 
*The remainder of this cover page shall 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 disclosures provided in a prior cover page.

The information required on 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 (the "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. 18449C 401
  
Page 2 of 15 Pages
 
1
NAMES OF REPORTING PERSONS
 
Emerald Energy Fund I LP ("EEF I")
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)  o 
(b) x 
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Guernsey
NUMBER OF
 
SHARES
5
SOLE VOTING POWER
 
0 shares
BENEFICIALLY
 
OWNED BY
6
SHARED VOTING POWER
 
355,791 shares
EACH
 
REPORTING
7
SOLE DISPOSITIVE POWER
 
0 shares
PERSON
 
WITH
8
SHARED DISPOSITIVE POWER
 
355,791 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
355,791 shares
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9.37%
12
TYPE OF REPORTING PERSON
 
PN
 
 
 
 
 
 
SCHEDULE 13G
  
CUSIP No. 18449C 401
  
Page 3 of 15 Pages
 
1
NAMES OF REPORTING PERSONS
 
EEF I Management LP ("EEF Management")
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 
(a)  o 
(b) x 
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Ontario, Canada
NUMBER OF
 
SHARES
5
SOLE VOTING POWER
 
0 shares
BENEFICIALLY
 
OWNED BY
6
SHARED VOTING POWER
 
355,791 shares
EACH
 
REPORTING
7
SOLE DISPOSITIVE POWER
 
0 shares
PERSON
 
WITH
8
SHARED DISPOSITIVE POWER
 
355,791 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
355,791 shares
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9.37%
12
TYPE OF REPORTING PERSON
 
PN
 
 
 
 
 
 
SCHEDULE 13G
  
CUSIP No. 18449C 401
  
Page 4 of 15 Pages
 
1
NAMES OF REPORTING PERSONS
 
Emerald Cleantech Fund I LP ("ECF I")
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 
(a)   o 
 (b)  x 
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Quebec, Canada
NUMBER OF
 
SHARES
5
SOLE VOTING POWER
 
0 shares
BENEFICIALLY
 
OWNED BY
6
SHARED VOTING POWER
 
2,057 shares
EACH
 
REPORTING
7
SOLE DISPOSITIVE POWER
 
0 shares
PERSON
 
WITH
8
SHARED DISPOSITIVE POWER
 
2,057 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,057 shares
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.05%
12
TYPE OF REPORTING PERSON
 
PN
 
 
 
 
 
 
SCHEDULE 13G
  
CUSIP No. 18449C 401
  
Page 5 of 15 Pages
 
1
NAMES OF REPORTING PERSONS
 
ECF I Management LP ("ECF Management")
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)  o 
(b) x 
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Quebec, Canada
NUMBER OF
 
SHARES
5
SOLE VOTING POWER
 
0 shares
BENEFICIALLY
 
OWNED BY
6
SHARED VOTING POWER
 
2,057 shares
EACH
 
REPORTING
7
SOLE DISPOSITIVE POWER
 
0 shares
PERSON
 
WITH
8
SHARED DISPOSITIVE POWER
 
2,057 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,057 shares
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.05%
12
TYPE OF REPORTING PERSON
 
PN
 
 
 
 
 
 
SCHEDULE 13G
  
CUSIP No. 18449C 401
  
Page 6 of 15 Pages
 
1
NAMES OF REPORTING PERSONS
 
Emerald Partners I Ltd. ("Emerald Partners")
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)  o 
(b) x 
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Guernsey
NUMBER OF
 
SHARES
5
SOLE VOTING POWER
 
0 shares
BENEFICIALLY
 
OWNED BY
6
SHARED VOTING POWER
 
357,848 shares
EACH
 
REPORTING
7
SOLE DISPOSITIVE POWER
 
0 shares
PERSON
 
WITH
8
SHARED DISPOSITIVE POWER
 
357,848 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
357,848 shares
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9.42%
12
TYPE OF REPORTING PERSON
 
CO
 
 
 
 
 
 
SCHEDULE 13G
  
CUSIP No. 18449C 401
  
Page 7 of 15 Pages
 
1
NAMES OF REPORTING PERSONS
 
Pascal Mahieux  ("Mahieux")
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)  o 
(b) x 
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Guernsey citizen
NUMBER OF
 
SHARES
5
SOLE VOTING POWER
 
0 shares
BENEFICIALLY
 
OWNED BY
6
SHARED VOTING POWER
 
357,848 shares
EACH
 
REPORTING
7
SOLE DISPOSITIVE POWER
 
0 shares
PERSON
 
WITH
8
SHARED DISPOSITIVE POWER
 
357,848 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
357,848 shares
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9.42%
12
TYPE OF REPORTING PERSON
 
IN
 
 
 
 
 
 
SCHEDULE 13G
  
CUSIP No. 18449C 401
  
Page 8 of 15 Pages
 
1
NAMES OF REPORTING PERSONS
 
John Bridle  ("Bridle")
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 
(a) o
(b)x
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Guernsey citizen
NUMBER OF
 
SHARES
5
SOLE VOTING POWER
 
0 shares
BENEFICIALLY
 
OWNED BY
6
SHARED VOTING POWER
 
357,848 shares
EACH
 
REPORTING
7
SOLE DISPOSITIVE POWER
 
0 shares
PERSON
 
WITH
8
SHARED DISPOSITIVE POWER
 
357,848 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
357,848 shares
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9.42%
12
TYPE OF REPORTING PERSON
 
IN
 
 
 
 
 
 
SCHEDULE 13G
  
CUSIP No. 18449C 401
  
Page 9 of 15 Pages
 
1
NAMES OF REPORTING PERSONS
 
Walter Locher ("Locher")
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)  o 
(b) x 
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
U.S. citizen
NUMBER OF
 
SHARES
5
SOLE VOTING POWER
 
0 shares
BENEFICIALLY
 
OWNED BY
6
SHARED VOTING POWER
 
357,848 shares
EACH
 
REPORTING
7
SOLE DISPOSITIVE POWER
 
0 shares
PERSON
 
WITH
8
SHARED DISPOSITIVE POWER
 
357,848 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
357,848 shares
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9.42%
12
TYPE OF REPORTING PERSON
 
IN
 
 
 
 
 
 
SCHEDULE 13G
  
CUSIP No. 18449C 401
  
Page 10 of 15 Pages
 
Explanatory Note:
 
On October 25, 2010, the Reporting Persons filed a Schedule 13G (the "Schedule 13G") stating that they collectively beneficially owned 360,362 shares of Common Stock (as defined herein), consisting of 348,982 outstanding shares and 11,380 shares issuable upon exercise of warrants, and that all of such shares and warrants were owned of record by Emerald Energy Fund I LP ("EEF I").  In fact, 2,514 of such outstanding shares, and 2,057 of such shares issuable upon exercise of warrants, were then owned by Emerald Cleantech Fund I LP ("ECF I"), an affiliated entity.  Subsequently, ECF I sold all such 2,514 outstanding shares.  This Amendment No. 1 to the Schedule 13G is filed to correct the error in the Schedule 13G noted above, and reflects the subsequent sale of 2,514 shares by ECF I.

Item 1(a)
Name of Issuer:

Clean Diesel Technologies, Inc., a Delaware corporation ("CDTI" or the "Issuer").

Item 1(b)
Address of Issuer's Principal Executive Offices:

4567 Telephone Road
Suite 206
Ventura, CA 93003

Item 2(a)
Names of Persons Filing:

The Statement is filed on behalf of each of the following persons (collectively, the "Reporting Persons"):

 
(i)
Emerald Energy Fund I LP ("EEF I");
 
(ii)
EEF I Management LP ("EEF Management");
 
(iii)
Emerald Cleantech Fund I LP ("ECF I");
 
(iv)
ECF I Management LP ("ECF Management");
 
(v)
Emerald Partners I Ltd. ("Emerald Partners");
 
(vi)
Pascal Mahieux ("Mahieux");
 
(vii)
John Bridle ("Bridle"); and
 
(viii)
Walter Locher ("Locher").

This statement relates to Common Stock (as defined herein) held for the account of EEF I and ECF I.  EEF Management is the general partner of EEF I, and ECF Management is the general partner of ECF I.  Emerald Partners is the general partner of EEF Management and ECF Management.  Mahieux, Bridle and Locher serve as the sole directors of Emerald Partners (in such capacity, collectively the "Directors").

Item 2(b)
Address of Principal Business Office or, if None, Residence:

The business office of each reporting person is:

P.O. Box 255, Trafalgar Court
Les Banques
St. Peter Port GY1 3QL
Guernsey
 
 
 
 
 
 
SCHEDULE 13G
  
CUSIP No. 18449C 401
  
Page 11 of 15 Pages
 
Item 2(c)
Citizenship:

 
(i)
EEF I is a Guernsey limited partnership;
 
(ii)
EEF Management is an Ontario, Canada limited partnership;
 
(iii)
ECF I is a Quebec, Canada limited partnership;
 
(iv)
ECF Management is a Quebec, Canada limited partnership;
 
(v)
Emerald Partners is a Guernsey corporation;
 
(vi)
Mahieux is a Guernsey citizen;
 
(vii)
Bridle is a Guernsey citizen; and
 
(viii)
Locher is a U.S. citizen.

Item 2(d) 
Title of Class of Securities:

Common stock, par value $0.01 per share ("Common Stock").

Item 2(e)
CUSIP Number:

18449C 401

Item 3
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
 
 
This Item 3 is not applicable.

Item 4    
Ownership:

Item 4(a)
Amount Beneficially Owned:

As of the date hereof:

(i)            EEF I and EEF Management may be deemed to be the beneficial owners of 355,791 shares of Common Stock (including (A) 346,468 outstanding shares of Common Stock and (B) 9,323 shares of Common Stock issuable upon exercise of warrants beneficially owned by such Reporting Persons);

(ii)           ECF I and ECF Management may be deemed to be the beneficial owners of 2,057 shares of Common Stock (consisting of 2,057 shares of Common Stock issuable upon exercise of warrants beneficially owned by such Reporting Person); and

(iii)          Emerald Partners and each of the Directors may be deemed to be the beneficial owners of 357,848 shares of Common Stock (including (A) 346,468 outstanding shares of Common Stock and (B) 11,380 shares of Common Stock issuable upon exercise of warrants beneficially owned by such Reporting Persons).

All such Common Stock is held directly by EEF I and ECF I in the amounts set forth above.  All of the Reporting Persons other than EEF I and ECF I 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.
 
 
 
 
 
 
SCHEDULE 13G
  
CUSIP No. 18449C 401
  
Page 12 of 15 Pages
 
Item 4(b)
Percent of Class:
 
As of the date hereof, assuming full exercise of the warrants beneficially owned by the Reporting Persons:

(i)            EEF I and EEF Management may be deemed to be the beneficial owners of approximately 9.37% of the total number of shares of Common Stock outstanding;

(ii)           ECF I and ECF Management may be deemed to be the beneficial owners of approximately 0.05% of the total number of shares of Common Stock outstanding; and

(iii)          Emerald Partners and each of the Directors may be deemed to be the beneficial owners of approximately 9.42% of the total number of shares of Common Stock outstanding;

in each case based on the total number of outstanding shares of Common Stock as reported by CDTI in its Quarterly Report on form 10-Q filed with the Securities and Exchange Commission on November 12, 2010.

Item 4(c)
Number of shares as to which such person has:
 
EEF I and EEF Management:
 
(i)
Sole power to vote or direct the vote:
0
(ii)
Shared power to vote or to direct the vote:
355,791
(iii)
Sole power to dispose or to direct the disposition of:
0
(iv)
Shared power to dispose or to direct the disposition of:
355,791
 
ECF I and ECF Management:
 
(i)
Sole power to vote or direct the vote:
0
(ii)
Shared power to vote or to direct the vote:
2,057
(iii)
Sole power to dispose or to direct the disposition of:
0
(iv)
Shared power to dispose or to direct the disposition of:
2,057
 
Emerald Partners and each of the Directors:
 
(i)
Sole power to vote or direct the vote:
0
(ii)
Shared power to vote or to direct the vote:
357,848
(iii)
Sole power to dispose or to direct the disposition of:
0
(iv)
Shared power to dispose or to direct the disposition of:
357,848
 
Item 5   
Ownership of Five Percent or Less of a Class.

Not applicable.
 
 
 
 
 
 
SCHEDULE 13G
  
CUSIP No. 18449C 401
  
Page 13 of 15 Pages
 
Item 6    
Ownership of More than Five Percent on Behalf of Another Person.

The Directors are the sole directors of Emerald Partners and in such capacity have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities held for the account of EEF I and ECF I.

Item 7  
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not applicable.

Item 8    
Identification and Classification of Members of the Group.

 
Not applicable.

Item 9   
Notice of Dissolution of Group.

 
Not applicable.

Item 10  
Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
 
 
 
 
 
 
SCHEDULE 13G
  
CUSIP No. 18449C 401
  
Page 14 of 15 Pages

SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, the undersigned hereby certifies that the information set forth in this statement is true, complete and correct.
 
 
 
Dated:  December 3, 2010
 Emerald Energy Fund I LP
     
  By: 
EEF I Management LP, its General Partner
  By:  
Emerald Partners I Ltd., its General Partner
     
  By:   Sean P. McGuinness, Attorney-in-fact*
     
  EEF I Management LP
     
  By:  
Emerald Partners I Ltd., its General Partner
     
  By:   Sean P. McGuinness, Attorney-in-fact*
     
  Emerald Cleantech Fund I LP
     
  By: 
ECF I Management LP, its General Partner
  By: 
Emerald Partners I Ltd., its General Partner
     
  By:  Sean P. McGuinness, Attorney-in-fact*
     
  ECF I Management LP
     
  By: 
Emerald Partners I Ltd., its General Partner
     
  By:   Sean P. McGuinness, Attorney-in-fact*
     
  Emerald Partners I Ltd.
     
  By:  Sean P. McGuinness, Attorney-in-fact*
     
  Pascal Mahieux
     
   Sean P. McGuinness, Attorney-in-fact*
     
  John Bridle
     
   Sean P. McGuinness, Attorney-in-fact*
     
  Walter Locher
     
   Sean P. McGuinness, Attorney-in-fact*
 
*  Filed pursuant to a Power of Attorney filed as an Exhibit to this Schedule 13G.
 
 
 
 
 
 
SCHEDULE 13G
  
CUSIP No. 18449C 401
  
Page 15 of 15 Pages
 
 
EXHIBIT INDEX

Joint Filing Agreement, dated as of December 3, 2010, among the Reporting Persons.  Filed herewith.

Power of Attorney, dated as of December 3, 2010, of the Reporting Persons filed herewith.
 
 EX-1 2 ex1.htm EXHIBIT 1 ex1.htm
Exhibit 1

JOINT FILING AGREEMENT

The undersigned, Emerald Energy Fund I LP, EEF I Management LP, Emerald Cleantech Fund I LP, ECF I Management LP, Emerald Partners I Ltd., Pascal Mahieux, John Bridle and Walter Locher,  hereby agree that the Schedule 13G with respect to the Common Stock, par value $0.01 per share, of Clean Diesel Technologies, Inc., dated as of December 3, 2010, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934.
 
 
 
Dated:  December 3, 2010
 Emerald Energy Fund I LP
     
  By: 
EEF I Management LP, its General Partner
  By:  
Emerald Partners I Ltd., its General Partner
     
  By:   Sean P. McGuinness, Attorney-in-fact*
     
  EEF I Management LP
     
  By:  
Emerald Partners I Ltd., its General Partner
     
  By:   Sean P. McGuinness, Attorney-in-fact*
     
  Emerald Cleantech Fund I LP
     
  By: 
ECF I Management LP, its General Partner
  By: 
Emerald Partners I Ltd., its General Partner
     
  By:  Sean P. McGuinness, Attorney-in-fact*
     
  ECF I Management LP
     
  By: 
Emerald Partners I Ltd., its General Partner
     
  By:  Sean P. McGuinness, Attorney-in-fact*
     
  Emerald Partners I Ltd.
     
  By:  Sean P. McGuinness, Attorney-in-fact*
     
  Pascal Mahieux
     
   Sean P. McGuinness, Attorney-in-fact*
     
  John Bridle
     
   Sean P. McGuinness, Attorney-in-fact*
     
  Walter Locher
     
   Sean P. McGuinness, Attorney-in-fact*
 
  *Signed pursuant to a Power of Attorney filed as an Exhibit to the Schedule 13G of which this Exhibit is a part.
 
 
 EX-2 3 ex2.htm EXHIBIT 2 ex2.htm
Exhibit 2
 
POWER OF ATTORNEY
 
The undersigned, Emerald Energy Fund I LP, EEF I Management LP, Emerald Cleantech Fund I LP, ECF I Management LP, Emerald Partners I Ltd., Pascal Mahieux, John Bridle and Walter Locher (the "Undersigned"), hereby constitute and appoint Jonathan M.A. Melmed, Sean McGuinness and Tom Scott and each of them, the Undersigned's true and lawful attorney-in-fact to:
 
1.             Complete and execute Forms 3, 4, 5, and 144, Schedules 13D and 13G and Form ID (Uniform Application for Access Codes to File on EDGAR) and other forms and all amendments thereto as such attorney-in-fact shall in his discretion determine to be required or advisable pursuant to Section 16(a) and Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated thereunder, or any successor laws and regulations, as a consequence of the Undersigned's ownership, acquisition or disposition of securities of Clean Diesel Technologies, Inc. (the "Company");
 
2.             Do and perform any and all acts for and on the behalf of the Undersigned which may be necessary or desirable in order to complete and execute any such form, complete and execute any amendments thereto, and timely file such forms with the Securities and Exchange Commission, any securities exchange or national association, the Company and such other person or agency as the attorney-in-fact shall deem appropriate; and
 
 
3.             Take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the Undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the Undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.
 
Each of the Undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the Undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.  Each of the Undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the Undersigned, are not assuming any of the Undersigned's responsibilities to com ply with Sections 16 and 13(d) of the Exchange Act.
 
This Power of Attorney shall remain in full force and effect until each of the Undersigned is no longer required to file Forms 3, 4, 5 or 144 or Schedule 13D or 13G with respect to the any of the Undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the Undersigned in a signed writing delivered to the Company and the foregoing attorneys-in-fact.
 
 
 
 
 
IN WITNESS WHEREOF, the undersigned have executed or caused this Power of Attorney to be executed as of December 3, 2010.
 
 
Dated:  December 3, 2010
EMERALD ENERGY FUND I LP
     
  By: 
EEF I Management LP, its General Partner
  By:  
Emerald Partners I Ltd., its General Partner
     
     
  By:   /s/Pascal Mahieux
   
Pascal Mahieux - Director
     
  By:   /s/ Paul Bloomfield
    Paul Bloomfield
 
For Northern Trust International Fund Administration Services (Guernsey) Limited as Secretary
     
     
 
EEF I MANAGEMENT LP
     
  By:  
Emerald Partners I Ltd., its General Partner
     
  By:   /s/Pascal Mahieux
   
Pascal Mahieux - Director
     
  By: /s/ Paul Bloomfield
    Paul Bloomfield
 
For Northern Trust International Fund Administration Services (Guernsey) Limited as Secretary
     
     
 
EMERALD CLEANTECH FUND I LP
     
  By: 
ECF I Management LP, its General Partner
  By: 
Emerald Partners I Ltd., its General Partner
     
  By:  /s/Pascal Mahieux
   
Pascal Mahieux - Director  
     
  By:  /s/ Paul Bloomfield
    Paul Bloomfield 
 
For Northern Trust International Fund Administration Services (Guernsey) Limited as Secretary
     
 
ECF I MANAGEMENT LP
     
  By: 
Emerald Partners I Ltd., its General Partner
     
  By: /s/Pascal Mahieux
   
Pascal Mahieux - Director  
     
  By: /s/ Paul Bloomfield
     Paul Bloomfield  
 
For Northern Trust International Fund Administration Services (Guernsey) Limited as Secretary
     
     
 
EMERALD PARTNERS I LTD.
     
  By:   /s/Pascal Mahieux
   
Pascal Mahieux - Director   
     
  By:  /s/ Paul Bloomfield
    Paul Bloomfield  
 
For Northern Trust International Fund Administration Services (Guernsey) Limited as Secretary
     
     
 
PASCAL MAHIEUX
     
   /s/Pascal Mahieux
     
 
JOHN BRIDLE
     
  /s/John Bridle
     
 
WALTER LOCHER
     
  /s/Walter Locher
 
 
 
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