SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Schexnaydre Terri L.

(Last)

(First)

(Middle)

C/O CLEAN DIESEL TECHNOLOGIES, INC.

4567 TELEPHONE ROAD, SUITE 100

(Street)

VENTURA

93003

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/22/2013

3. Issuer Name and Ticker or Trading Symbol
CLEAN DIESEL TECHNOLOGIES INC [ CDTI ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Corporate Controller

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	188	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Restricted Share Units	⁽¹⁾	⁽¹⁾	Common Stock	667	⁽²⁾	D
Restricted Share Units	⁽³⁾	⁽³⁾	Common Stock	4,629	⁽²⁾	D

Explanation of Responses:

1. Restricted Share Units (RSUs) vest as to 333 shares on 9/8/2013 and 334 shares on 9/8/2014. Issuance will occur on vest date subject to compliance with Issuer's Insider Trading Policy and all applicable requirements of federal, state or foreign law with respect to such securities. RSUs that have note vested at the time of the reporting person's termination of service, for any or no reason other than death, will be forfeited.

2. Each RSU represents a contingent right to receive one share of CDTI common stock.

3. RSUs vest 100% on 11/7/2013. Issuance will occur on vest date subject to compliance with Issuer's Insider Trading Policy and all applicable requirements of federal, state or foreign law with respect to such securities. 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

	/s/ Kristi Cushing for Terri L. Schexnaydre	05/28/2013
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.