-----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, RPiIKr0QXjKpuvS2To1jGNoxiwBtpkxErPVWHmyKmEm3W7o4mkLYMn3Osol51UlC x1Bd+DSUx8mCbMBfmzqnQQ== 0000950123-11-008864.txt : 20110204 0000950123-11-008864.hdr.sgml : 20110204 20110203192957 ACCESSION NUMBER: 0000950123-11-008864 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110204 DATE AS OF CHANGE: 20110203 GROUP MEMBERS: JOHN A. KANIS GROUP MEMBERS: KANIS S.A. 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 SEC ACT: 1934 Act SEC FILE NUMBER: 005-51147 FILM NUMBER: 11572179 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: Kanis S.A. CENTRAL INDEX KEY: 0001511053 IRS NUMBER: 000000000 STATE OF INCORPORATION: D8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: C/O SG ASSOCIATES LIMITED STREET 2: 82Z PORTLAND PLACE CITY: LONDON STATE: X0 ZIP: W1B 1NS BUSINESS PHONE: 011442073073500 MAIL ADDRESS: STREET 1: C/O SG ASSOCIATES LIMITED STREET 2: 82Z PORTLAND PLACE CITY: LONDON STATE: X0 ZIP: W1B 1NS SC 13G 1 c11854sc13g.htm SCHEDULE 13G Schedule 13G

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No.__)*

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:

     o Rule 13d-1(b)

     þ Rule 13d-1(c)

     o 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 the disclosures provided in a prior cover page.

The information required in 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 (“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).

 
 

 

                     
CUSIP No.
  
18449C 401 
  

 

           
1   NAMES OF REPORTING PERSONS
John A. Kanis
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
  (a)   o
  (b)   þ
     
3   SEC USE ONLY
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  British
       
  5   SOLE VOTING POWER
     
NUMBER OF   3,550 shares (a)
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   395,255 shares (b)
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   3,550 shares (a)
       
WITH: 8   SHARED DISPOSITIVE POWER
     
    395,255 shares (b)
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  398,805 shares (b)
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  9.8%
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  IN
(a) Includes warrants to acquire 83 shares of common stock.
(b) Includes 395,255 shares beneficially owned by Kanis S.A. John A. Kanis is the sole stockholder of Kanis S.A. and controls the voting and investment decisions of Kanis S.A., accordingly, John A. Kanis may be deemed to beneficially own all shares of common stock beneficially owned by Kanis S.A.

Page 1 of 6 Pages

 

                     
CUSIP No.
  
18449C 401 
  

 

           
1   NAMES OF REPORTING PERSONS
Kanis S.A.
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
  (a)   o
  (b)   þ
     
3   SEC USE ONLY
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  British Virgin Islands
       
  5   SOLE VOTING POWER
     
NUMBER OF   0 shares
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   395,255 shares (a)
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0 shares
       
WITH: 8   SHARED DISPOSITIVE POWER
     
    395,255 shares (a)
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  395,255 shares (a)
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  9.7%
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  CO
(a) Includes warrants to acquire 128,707 shares of common stock. Does not include warrants to acquire 25,000 shares of common stock that are not currently exercisable. John A. Kanis is the sole stockholder of Kanis S.A. and controls the voting and investment decisions of Kanis S.A., accordingly, John A. Kanis may be deemed to share beneficial ownership of all shares of common stock beneficially owned by Kanis S.A.

Page 2 of 6 Pages

 

                     
CUSIP No.
  
18449C 401 
  
Item 1(a).   Name of Issuer:
Clean Diesel Technologies, Inc.
Item 1(b).   Address of Issuer’s Principal Executive Offices:
4567 Telephone Road, Suite 206, Ventura, CA 93003.
Item 2(a).   Name of Person Filing:
John A. Kanis
Kanis S.A.
Item 2(b).   Address of Principal Business Office or, if none, Residence:
For John A. Kanis: Rue de la Vallee 41, B-1000, Brussels, Belgium
For Kanis S.A.: 82 Z Portland Place, London W1B 1NS, England.
Item 2(c).   Citizenship:
John A. Kanis is a British Citizen.
Kanis S.A. is a British Virgin Islands Corporation
Item 2(d).   Title of Class of Securities:
Common Stock, par value $0.01 per share
Item 2(e).   CUSIP Number:
18449C 401
Item 3.   Filing Pursuant to Rule 13d-1(b), or 13d-2(b) or (c):
Not Applicable

 

Page 3 of 6 Pages

 

                     
CUSIP No.
  
18449C 401 
  
Item 4.   Ownership:
For John A. Kanis:
  (a)   Amount beneficially owned: 398,805 (a) shares
 
  (b)   Percent of class: 9.8%
 
  (c)   Number of shares as to which such person has:
  (i)   Sole power to vote or to direct the vote 3,550 (b)
 
  (ii)   Shared power to vote or to direct the vote 395,255 (a)
 
  (iii)   Sole power to dispose or to direct the disposition of 3,550 (b)
 
  (iv)   Shared power to dispose or to direct the disposition of 395,255 (a)
 
     
(a)   Includes 395,255 shares beneficially owned by Kanis S.A. John A. Kanis is the sole stockholder of Kanis S.A. and controls the voting and investment decisions of Kanis S.A., accordingly, John A. Kanis may be deemed to beneficially own all shares of common stock beneficially owned by Kanis S.A.
 
(b)   Includes warrants to acquire 83 shares of common stock.
For Kanis S.A.:
  (a)   Amount beneficially owned: 395,255 (a) shares
 
  (b)   Percent of class: 9.7%
 
  (c)   Number of shares as to which such person has:
  (i)   Sole power to vote or to direct the vote 0
 
  (ii)   Shared power to vote or to direct the vote 395,255 (a)
 
  (iii)   Sole power to dispose or to direct the disposition of 0
 
  (iv)   Shared power to dispose or to direct the disposition of 395,255 (a)
 
     
(a)   Includes warrants to acquire 128,707 shares of common stock. Does not include warrants to acquire 25,000 shares of common stock that are not currently exercisable. John A. Kanis is the sole stockholder of Kanis S.A. and controls the voting and investment decisions of Kanis S.A., accordingly, John A. Kanis may be deemed to share beneficial ownership of all shares of common stock beneficially owned by Kanis S.A.
Item 5.   Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be beneficial owner of more than five percent of the class of securities, check the following o.
Item 6.   Ownership of More than Five Percent on Behalf of Another Person.
Not Applicable

 

Page 4 of 6 Pages

 

                     
CUSIP No.
  
18449C 401 
  
Item 7.   Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
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.

 

Page 5 of 6 Pages

 

                     
CUSIP No.
  
18449C 401 
  
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.
         
          January 31, 2011  John A. Kanis
 		  
  /s/ John A. Kanis    
     
     
  Kanis S.A.
 		  
  By  /s/ S. A. Godfrey    
  Name:   Susan Godfrey   
  Title:   For Marek Services LLC
Secretary of Kanis S.A. 		  
 

 

Page 6 of 6 Pages

 

JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G with respect to the Common Stock, $0.01 par value per share, of Clean Diesel Technologies, Inc. beneficially owned by them on a combined basis, and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filing. The undersigned further agree that any amendments to such statement on Schedule 13G shall be filed jointly on behalf of each of them without the necessity of entering into additional joint filing agreements.
The undersigned further agree that each party hereto is responsible for timely filing of such statement on Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein; provided that no party is responsible for the completeness or accuracy of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.
The undersigned shall not be deemed to admit that the undersigned was required to file a statement on Schedule 13G by reason of entering into this Joint Filing Agreement.
This Joint Filing Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original instrument, but all of such counterparts together shall constitute but one agreement.
In evidence thereof the undersigned, being duly authorized, hereby execute this Joint Filing Agreement as of this 31st day of January, 2011.
         
  JOHN A. KANIS
 		  
  /s/ John A. Kanis    
     
     
  KANIS S.A.
 		  
  By:   /s/ S. A. Godfrey    
  Name:   Susan Godfrey   
  Title:   For Marek Services LLC
Secretary of Kanis S.A. 		  
 

 

 

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