SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
CYCAD GROUP, LLC

(Last) (First) (Middle)
6187 CARPENTERIA AVENUE, SUITE 300
P.O. BOX 5010

(Street)
CARPENTERIA CA 93014-5010

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CLEAN DIESEL TECHNOLOGIES INC [ CDTI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
10/15/2010
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 10/15/2010 J 369,470(1) A $0 369,470(1) D(2)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrants $7.92 10/15/2010 J 28,143(1) 10/15/2010 (3) Common Stock 28,143 $0 28,143 D(2)
Warrants $2.78 10/15/2010 J 9,859(4) 10/15/2010 10/01/2014 Common Stock 9,859(4) $0 9,859(4) D(2)
1. Name and Address of Reporting Person*
CYCAD GROUP, LLC

(Last) (First) (Middle)
6187 CARPENTERIA AVENUE, SUITE 300
P.O. BOX 5010

(Street)
CARPENTERIA CA 93014-5010

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
JUDSON K LEONARD

(Last) (First) (Middle)
6187 CARPENTERIA AVENUE, SUITE 300
P.O. BOX 5010

(Street)
CARPENTERIA CA 93014-5010

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
GLENN PAUL F

(Last) (First) (Middle)
6187 CARPENTERIA AVENUE, SUITE 300
P.O. BOX 5010

(Street)
CARPENTERIA CA 93014-5010

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. This filing is being made as the result of the acquisition of securities of Clean Diesel Technologies, Inc. ("CDTI") by the reporting persons 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 12, 2010. As a result of the Merger, CSI became a wholly owned subsidiary of CDTI. The reporting persons owned no securities of CDTI prior to the Merger.
2. Such securities are held directly by Cycad Group, LLC ("Cycad"), and may be deemed to be beneficially owned by K. Leonard Judson and Paul F. Glenn, who serve as the sole directors of Cycad. All such persons other than Cycad 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. The warrant expires on the earlier of (a) October 15, 2013 and (b) the date 30 days after CDTI notifies the warrant holder that the market price of CDTI's common stock has exceeded $10.50 for 10 consecutive days.
4. Excludes warrants to purchase an additional 8,067 shares of CDTI common stock that CDTI is obligated to issue to Cycad upon exercise of these warrants, which warrants, if issued, will have the same terms as the warrants described in the row above.
Remarks:
CYCAD GROUP LLC, By: /s/ K. Leonard Judson, President 10/19/2010
K. LEONARD JUDSON, By: /s/ K. Leonard Judson 10/19/2010
PAUL F. GLENN, By: /s/ K. Leonard Judson, Attorney-in-Fact 10/19/2010
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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