Clean Diesel Technologies, Inc.
|
(Name of Issuer)
|
Common Stock, par value $0.01 per share
|
(Title of Class of Securities)
|
18449C 401
|
(CUSIP Number)
|
December 31, 2010
|
(Date of Event which Requires Filing of this Statement)
|
|
o
|
Rule 13d-1(b)
|
x
|
Rule 13d-1(c)
|
|
o
|
Rule 13d-1(d)
|
CUSIP No. 18449C 401 | Page 2 of 14 Pages |
1
|
NAMES OF REPORTING PERSONS
Emerald Energy Fund I LP ("EEF I")
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) o
(b) x
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Guernsey
|
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0 shares
|
6
|
SHARED VOTING POWER
344,396 shares
|
|
7
|
SOLE DISPOSITIVE POWER
0 shares
|
|
8
|
SHARED DISPOSITIVE POWER
344,396 shares
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
344,396 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)
9.1%
|
|
12
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 18449C 401 | Page 3 of 14 Pages |
1
|
NAMES OF REPORTING PERSONS
EEF I Management LP ("EEF Management")
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) o
(b) x
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Quebec, Canada
|
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0 shares
|
6
|
SHARED VOTING POWER
344,396 shares
|
|
7
|
SOLE DISPOSITIVE POWER
0 shares
|
|
8
|
SHARED DISPOSITIVE POWER
344,396 shares
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
344,396 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)
9.1%
|
|
12
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 18449C 401 | Page 4 of 14 Pages |
1
|
NAMES OF REPORTING PERSONS
Emerald Cleantech Fund I LP ("ECF I")
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) o
(b) x
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Guernsey
|
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0 shares
|
6
|
SHARED VOTING POWER
0 shares
|
|
7
|
SOLE DISPOSITIVE POWER
0 shares
|
|
8
|
SHARED DISPOSITIVE POWER
0 shares
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 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)
0 %
|
|
12
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 18449C 401 | Page 5 of 14 Pages |
1
|
NAMES OF REPORTING PERSONS
ECF I Management LP ("ECF Management")
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) o
(b) x
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Quebec, Canada
|
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0 shares
|
6
|
SHARED VOTING POWER
0 shares
|
|
7
|
SOLE DISPOSITIVE POWER
0 shares
|
|
8
|
SHARED DISPOSITIVE POWER
0 shares
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 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)
0 %
|
|
12
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 18449C 401 | Page 6 of 14 Pages |
1
|
NAMES OF REPORTING PERSONS
Emerald Partners I Ltd. ("Emerald Partners")
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) x
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Guernsey
|
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0 shares
|
6
|
SHARED VOTING POWER
344,396 shares
|
|
7
|
SOLE DISPOSITIVE POWER
0 shares
|
|
8
|
SHARED DISPOSITIVE POWER
344,396 shares
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
344,396 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)
9.1%
|
|
12
|
TYPE OF REPORTING PERSON
CO
|
CUSIP No. 18449C 401 | Page 7 of 14 Pages |
1
|
NAMES OF REPORTING PERSONS
Pascal Mahieux ("Mahieux")
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) o
(b) x
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Guernsey citizen
|
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0 shares
|
6
|
SHARED VOTING POWER
344,396 shares
|
|
7
|
SOLE DISPOSITIVE POWER
0 shares
|
|
8
|
SHARED DISPOSITIVE POWER
344,396 shares
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
344,396 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)
9.1%
|
|
12
|
TYPE OF REPORTING PERSON
IN
|
CUSIP No. 18449C 401 | Page 8 of 14 Pages |
1
|
NAMES OF REPORTING PERSONS
John Bridle ("Bridle")
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) o
(b) x
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Guernsey citizen
|
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0 shares
|
6
|
SHARED VOTING POWER
344,396 shares
|
|
7
|
SOLE DISPOSITIVE POWER
0 shares
|
|
8
|
SHARED DISPOSITIVE POWER
344,396 shares
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
344,396 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)
9.1%
|
|
12
|
TYPE OF REPORTING PERSON
IN
|
CUSIP No. 18449C 401 | Page 9 of 14 Pages |
1
|
NAMES OF REPORTING PERSONS
Walter Locher ("Locher")
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) o
(b) x
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. citizen
|
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0 shares
|
6
|
SHARED VOTING POWER
344,396 shares
|
|
7
|
SOLE DISPOSITIVE POWER
0 shares
|
|
8
|
SHARED DISPOSITIVE POWER
344,396 shares
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
344,396 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)
9.1%
|
|
12
|
TYPE OF REPORTING PERSON
IN
|
CUSIP No. 18449C 401 | Page 10 of 14 Pages |
Item 1(a)
|
Name of Issuer:
|
Item 1(b)
|
Address of Issuer's Principal Executive Offices:
|
Item 2(a)
|
Names of Persons Filing:
|
|
(i)
|
Emerald Energy Fund I LP ("EEF I");
|
|
(ii)
|
EEF I Management LP ("EEF Management");
|
|
(iii)
|
Emerald Cleantech Fund I LP ("ECF I");
|
|
(iv)
|
ECF I Management LP ("ECF Management");
|
|
(v)
|
Emerald Partners I Ltd. ("Emerald Partners");
|
|
(vi)
|
Pascal Mahieux ("Mahieux");
|
|
(vii)
|
John Bridle ("Bridle"); and
|
|
(viii)
|
Walter Locher ("Locher").
|
Item 2(b)
|
Address of Principal Business Office or, if None, Residence:
|
Item 2(c)
|
Citizenship:
|
|
(i)
|
EEF I is a Guernsey limited partnership;
|
|
(ii)
|
EEF Management is a Quebec, Canada limited partnership;
|
|
(iii)
|
ECF I is a Guernsey limited partnership;
|
|
(iv)
|
ECF Management is a Quebec, Canada limited partnership;
|
|
(v)
|
Emerald Partners is a Guernsey corporation;
|
|
(vi)
|
Mahieux is a Guernsey citizen;
|
|
(vii)
|
Bridle is a Guernsey citizen; and
|
|
(viii)
|
Locher is a U.S. citizen.
|
CUSIP No. 18449C 401 | Page 11 of 14 Pages |
Item 2(d)
|
Title of Class of Securities:
|
Item 2(e)
|
CUSIP Number:
|
Item 3
|
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:
|
Item 4
|
Ownership:
|
Item 4(a)
|
Amount Beneficially Owned:
|
(i)
|
EEF I, EEF Management Emerald Partners and each of the Directors may be deemed to be the beneficial owners of 344,396 shares of Common Stock; and
|
(ii)
|
ECF I and ECF Management may be deemed to be the beneficial owners of 0 shares of Common Stock.
|
Item 4(b)
|
Percent of Class:
|
(i)
|
EEF I, EEF Management, Emerald Partners and each of the Directors may be deemed to be the beneficial owners of approximately 9.1% of the total number of shares of Common Stock outstanding; and
|
(ii)
|
ECF I and ECF Management may be deemed to be the beneficial owners of 0% of the total number of shares of Common Stock outstanding;
|
CUSIP No. 18449C 401 | Page 12 of 14 Pages |
Item 4(c)
|
Number of shares as to which such person has:
|
EEF I, EEF Management, Emerald Partners and each of the Directors:
|
||
(i)
|
Sole power to vote or direct the vote:
|
0
|
(ii)
|
Shared power to vote or to direct the vote:
|
344,396
|
(iii)
|
Sole power to dispose or to direct the disposition of:
|
0
|
(iv)
|
Shared power to dispose or to direct the disposition of:
|
344,396
|
ECF I and ECF Management:
|
||
(i)
|
Sole power to vote or direct the vote:
|
0
|
(ii)
|
Shared power to vote or to direct the vote:
|
0
|
(iii)
|
Sole power to dispose or to direct the disposition of:
|
0
|
(iv)
|
Shared power to dispose or to direct the disposition of:
|
0
|
Item 5
|
Ownership of Five Percent or Less of a Class.
|
Item 6
|
Ownership of More than Five Percent on Behalf of Another Person.
|
Item 7
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
|
Item 8
|
Identification and Classification of Members of the Group.
|
Item 9
|
Notice of Dissolution of Group.
|
Item 10
|
Certification.
|
CUSIP No. 18449C 401 | Page 13 of 14 Pages |
Dated: February 3, 2011
|
Emerald Energy Fund I LP
|
|
By:
|
EEF I Management LP, its General Partner
|
|
By:
|
Emerald Partners I Ltd., its General Partner
|
|
By:
|
Sean P. McGuinness, Attorney-in-Fact*
|
|
EEF I Management LP
|
||
By:
|
Emerald Partners I Ltd., its General Partner
|
|
By:
|
Sean P. McGuinness, Attorney-in-Fact*
|
|
Emerald Cleantech Fund I LP
|
||
By:
|
ECF I Management LP, its General Partner
|
|
By:
|
Emerald Partners I Ltd., its General Partner
|
|
By:
|
Sean P. McGuinness, Attorney-in-Fact*
|
|
ECF I Management LP
|
||
By:
|
Emerald Partners I Ltd., its General Partner
|
|
By:
|
Sean P. McGuinness, Attorney-in-Fact*
|
|
Emerald Partners I Ltd.
|
||
By:
|
Sean P. McGuinness, Attorney-in-Fact*
|
|
Pascal Mahieux
|
||
By:
|
Sean P. McGuinness, Attorney-in-Fact*
|
|
John Bridle
|
||
By:
|
Sean P. McGuinness, Attorney-in-Fact*
|
|
Walter Locher
|
||
By:
|
Sean P. McGuinness, Attorney-in-Fact*
|
CUSIP No. 18449C 401 | Page 14 of 14 Pages |
Joint Filing Agreement, dated as of February 3, 2011, among the Reporting Persons. Filed herewith.
|
|
Exhibit 2.
|
Power of Attorney, dated as of December 3, 2010, of the Reporting Persons. Filed as Exhibit 2 to the Schedule 13G filed by the Reporting Persons with respect to Clean Diesel Technologies, Inc. on October 25, 2010 and incorporated herein by reference.
|