8-K

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

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 6, 2011

CLEAN DIESEL TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)

DELAWARE	001-33710	06-1393453
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

4567 TELEPHONE ROAD, SUITE 206 VENTURA, CALIFORNIA	93003
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (805) 639-9458

(Former name or former address if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Events.

On May 9, 2011, Clean Diesel issued a press release regarding the completion of the sale of $3 million aggregate principal amount of its 8.0% subordinated convertible notes due 2016, as previously reported in its Current Report on Form 8-K dated April 13, 2011. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits.  

EXHIBIT INDEX

Exhibit Number	Description of Exhibits
99.1	Press release dated May 9, 2011

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CLEAN DIESEL TECHNOLOGIES, INC.
May 9, 2011	By:	/s/ Nikhil A. Mehta
		Name:  Nikhil A. Mehta
		Title: Chief Financial Officer and Treasurer

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Clean Diesel Technologies, Inc. Completes Sale of $3 Million Convertible Notes

Ventura, CA – May 9, 2011 — Clean Diesel Technologies, Inc. (NASDAQ:CDTI) (“Clean Diesel” or the “Company”), a cleantech emissions reduction company, announced today the completion of the sale of $3 million aggregate principal amount of its 8.0% subordinated convertible notes due in 2016 (the “Notes”) to an investor pursuant to the April 11, 2011 commitment letter.

As previously announced, the Notes were issued at 100% of face amount and are convertible at the option of the holder into shares of the Company’s common stock at a fixed conversion price of $7.044 per share (120% of the consolidated closing bid price on April 8, 2011), subject to specified notice requirements and a limitation on the number of shares into which the Notes convert equal to 369,853 shares of common stock. The Notes have a stated maturity of five years, although the holder has the right to require the Company to redeem the Notes at any time after November 11, 2012 at a price equal to 100% of the face amount plus accrued and unpaid interest through the date of redemption. The Company has the option to redeem the Notes at any time at a price equal to 100% of the face amount plus accrued and unpaid interest through the date of redemption. Net proceeds from the sale of the Notes will be used for general working capital purposes. The Notes are unsecured obligations of the Company and subordinated to existing and future secured indebtedness of the Company. The offer and sale of the Notes were made in reliance upon Regulation S under the Securities Act of 1933.

This press release is neither an offer to sell nor the solicitation of an offer to buy the Notes or any other securities of the Company. The Notes and the underlying common stock issuable upon conversion have not been registered under the Securities Act or any applicable state securities laws and may not be offered or sold in the United States or to U.S. persons without registration or pursuant to an applicable exemption from the registration requirements.

About Clean Diesel Technologies, Inc.

Clean Diesel Technologies, Inc. is a vertically integrated global manufacturer and distributor of emissions control systems and products, focused on the heavy duty diesel and light duty vehicle markets. Clean Diesel utilizes its proprietary patented Mixed Phase Catalyst (MPC®) technology, as well as its ARIS® selective catalytic reduction, Platinum Plus® fuel-borne catalyst, and other technologies to provide high-value sustainable solutions to reduce emissions, increase energy efficiency and lower the carbon intensity of on- and off-road engine applications. Clean Diesel is headquartered in Ventura, California, along with its wholly-owned subsidiary, Catalytic Solutions, Inc., and currently has operations in the U.S., Canada, U.K., France, Japan and Sweden as well as an Asian joint venture. For more information, please visit www.cdti.com and www.catsolns.com.

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Contact Information:

Kristi Cushing, Investor Relations Manager
Tel: +1 (805) 639-9458

Clean Diesel Technologies, Inc. * 4567 Telephone Road, Suite 206 * Ventura CA 93003 * 805-639-9458
www.cdti.com