- Statement of Ownership (SC 13G)
October 25 2010 - 5:01AM
Edgar (US Regulatory)
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. _)*
Clean Diesel Technologies, Inc.
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
18449C 401
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(CUSIP Number)
October 15, 2010
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(Date of Event which Requires Filing of this Statement)
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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).
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SCHEDULE 13G
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CUSIP No. 18449C 401
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Page 2 of 12 Pages
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1
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NAMES OF REPORTING PERSONS
Emerald Energy Fund I LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
¨
(b)
x
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Guernsey
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NUMBER OF
SHARES
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5
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SOLE VOTING POWER
360,362 shares
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BENEFICIALLY
OWNED BY
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6
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SHARED VOTING POWER
0 shares
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EACH
REPORTING
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7
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SOLE DISPOSITIVE POWER
360,362 shares
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PERSON
WITH
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8
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SHARED DISPOSITIVE POWER
0 shares
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
360,362 shares
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|
10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.48%
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12
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TYPE OF REPORTING PERSON
PN
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SCHEDULE 13G
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CUSIP No. 18449C 401
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Page 3 of 12 Pages
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1
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NAMES OF REPORTING PERSONS
EEF I Management LP
Tax ID Number:
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
¨
(b)
x
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Ontario, Canada
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NUMBER OF
SHARES
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5
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SOLE VOTING POWER
360,362 shares
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BENEFICIALLY
OWNED BY
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6
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SHARED VOTING POWER
0 shares
|
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EACH
REPORTING
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7
|
SOLE DISPOSITIVE POWER
360,362 shares
|
|
PERSON
WITH
|
8
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SHARED DISPOSITIVE POWER
0 shares
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
360,362 shares
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
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11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.48%
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12
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TYPE OF REPORTING PERSON
PN
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SCHEDULE 13G
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CUSIP No. 18449C 401
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Page 4 of 12 Pages
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1
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NAMES OF REPORTING PERSONS
Emerald Partners I Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
¨
(b)
x
|
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Guernsey
|
|
NUMBER OF
SHARES
|
5
|
SOLE VOTING POWER
360,362 shares
|
|
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
0 shares
|
|
EACH
REPORTING
|
7
|
SOLE DISPOSITIVE POWER
360,362 shares
|
|
PERSON
WITH
|
8
|
SHARED DISPOSITIVE POWER
0 shares
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
360,362 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)
9.48%
|
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12
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TYPE OF REPORTING PERSON
CO
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SCHEDULE 13G
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CUSIP No. 18449C 401
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Page 5 of 12 Pages
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1
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NAMES OF REPORTING PERSONS
Pascal Mahieux
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
¨
(b)
x
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Guernsey citizen
|
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NUMBER OF
SHARES
|
5
|
SOLE VOTING POWER
0 shares
|
|
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
360,362 shares
|
|
EACH
REPORTING
|
7
|
SOLE DISPOSITIVE POWER
0 shares
|
|
PERSON
WITH
|
8
|
SHARED DISPOSITIVE POWER
360,362 shares
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
360,362 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)
9.48%
|
|
12
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TYPE OF REPORTING PERSON
IN
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SCHEDULE 13G
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CUSIP No. 18449C 401
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Page 6 of 12 Pages
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1
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NAMES OF REPORTING PERSONS
John Bridle
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
¨
(b)
x
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3
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SEC USE ONLY
|
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Guernsey citizen
|
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NUMBER OF
SHARES
|
5
|
SOLE VOTING POWER
0 shares
|
|
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
360,362 shares
|
|
EACH
REPORTING
|
7
|
SOLE DISPOSITIVE POWER
0 shares
|
|
PERSON
WITH
|
8
|
SHARED DISPOSITIVE POWER
360,362 shares
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
360,362 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)
9.48%
|
|
12
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TYPE OF REPORTING PERSON
IN
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SCHEDULE 13G
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CUSIP No. 18449C 401
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Page 7 of 12 Pages
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1
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NAMES OF REPORTING PERSONS
Walter Locher
|
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
¨
(b)
x
|
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3
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SEC USE ONLY
|
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. citizen
|
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NUMBER OF
SHARES
|
5
|
SOLE VOTING POWER
0 shares
|
|
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
360,362 shares
|
|
EACH
REPORTING
|
7
|
SOLE DISPOSITIVE POWER
0 shares
|
|
PERSON
WITH
|
8
|
SHARED DISPOSITIVE POWER
360,362 shares
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
360,362 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)
9.48%
|
|
12
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TYPE OF REPORTING PERSON
IN
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SCHEDULE 13G
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CUSIP No. 18449C 401
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Page 8 of 12 Pages
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Item 1(a)
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Name of Issuer:
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Clean Diesel Technologies, Inc., a Delaware corporation (“CDTI” or the “Issuer”).
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Item 1(b)
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Address of Issuer’s Principal Executive Offices:
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4567 Telephone Road
Suite 206
Ventura, CA 93003
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Item 2(a)
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Names of Persons Filing:
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The Statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):
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(i)
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Emerald Energy Fund I LP (“Emerald”);
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(ii)
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EEF I Management LP (“EEF”);
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(iii)
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Emerald Partners I Ltd. (“Emerald Partners”);
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(iv)
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Pascal Mahieux (“Mahieux”);
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(v)
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John Bridle (“Bridle”); and
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(vi)
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Walter Locher (“Locher”).
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This statement relates to Common Stock (as defined herein) held for the account of Emerald. EEF is the general partner of Emerald. Emerald Partners is the general partner of EEF. Mahieux, Bridle and Locher serve as the sole directors of Emerald Partners (in such capacity, collectively the “Directors”).
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Item 2(b)
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Address of Principal Business Office or, if None, Residence:
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The business office of each reporting person is:
P.O. Box 255, Trafalgar Court
Les Banques
St. Peter Port GY1 3QL
Guernsey
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(i)
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Emerald is a Guernsey limited partnership;
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(ii)
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EEF is an Ontario, Canada limited partnership;
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(iii)
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Emerald Partners is a Guernsey corporation;
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(iv)
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Mahieux is a Guernsey citizen;
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(v)
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Bridle is a Guernsey citizen; and
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(vi)
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Locher is a U.S. citizen.
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SCHEDULE 13G
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CUSIP No. 18449C 401
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Page 9 of 12 Pages
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Item 2(d)
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Title of Class of Securities:
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Common stock, par value $0.01 per share (“Common Stock”).
18449C 401
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Item 3
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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:
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This Item 3 is not applicable.
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Item 4(a)
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Amount Beneficially Owned:
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As of the date hereof, each of the Reporting Persons may be deemed to be the beneficial owner of 360,362 shares of Common Stock. This number includes (i) 348,982 outstanding shares of Common Stock and (ii) 11,380 shares of Common Stock issuable upon exercise of warrants beneficially owned by the Reporting Persons.
All such Common Stock is held directly by Emerald. All of the Reporting Persons other than Emerald 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.
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Item 4(b)
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Percent of Class:
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As of the date hereof, assuming full exercise of the warrants beneficially owned by the Reporting Persons, each of the Reporting Persons may be deemed to be the beneficial owner of approximately 9.48% of the total number of shares of Common Stock outstanding, based on the total number of outstanding shares of Common Stock as reported by CDTI to the Reporting Persons.
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Item 4(c)
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Number of shares as to which such person has:
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Emerald, EEF and Emerald Partners
:
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(i)
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Sole power to vote or direct the vote:
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360,362
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(ii)
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Shared power to vote or to direct the vote:
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0
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(iii)
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Sole power to dispose or to direct the disposition of:
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360,362
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(iv)
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Shared power to dispose or to direct the disposition of:
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0
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Each of the Directors
:
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(i)
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Sole power to vote or direct the vote:
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0
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(ii)
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Shared power to vote or to direct the vote:
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360,362
|
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(iv)
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Shared power to dispose or to direct the disposition of:
|
0
|
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360,362
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SCHEDULE 13G
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CUSIP No. 18449C 401
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Page 10 of 12 Pages
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Item 5
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Ownership of Five Percent or Less of a Class.
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Not applicable.
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Item 6
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Ownership of More than Five Percent on Behalf of Another Person.
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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 Emerald, EEF and Emerald Partners.
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Item 7
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
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Not applicable.
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Item 8
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Identification and Classification of Members of the Group.
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Item 9
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Notice of Dissolution of Group.
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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.
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SCHEDULE 13G
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CUSIP No. 18449C 401
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Page 11 of 12 Pages
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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.
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Dated: October 22, 2010
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Emerald Energy Fund I LP
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By:
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EEF I Management LP, its General Partner
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By:
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Emerald Partners I Ltd., its General Partner
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By:
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/s/ Tom Scott, Attorney-in-Fact
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EEF I Management LP
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By:
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Emerald Partners I Ltd., its General Partner
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By:
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/s/ Tom Scott, Attorney-in-Fact
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Emerald Partners I Ltd.
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By:
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/s/ Tom Scott, Attorney-in-Fact
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Pascal Mahieux
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By:
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/s/ Tom Scott, Attorney-in-Fact
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John Bridle
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By:
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/s/ Tom Scott, Attorney-in-Fact
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Walter Locher
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By:
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/s/ Tom Scott, Attorney-in-Fact
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_________________________
* Signed pursuant to a Power of Attorney filed as Exhibit 2 to this Schedule 3G.
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SCHEDULE 13G
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CUSIP No. 18449C 401
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Page 12 of 12 Pages
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Joint Filing Agreement, dated as of October 22, 2010, among the Reporting Persons. Filed herewith.
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Power of Attorney of the Reporting Persons, dated as of October 22, 2010. Filed herewith.
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