SEC Form 3 · accession 0001062993-18-003139
ClearSign Technologies Corp · CLIR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Jul 20, 2018
Accepted (ET)
Aug 6, 2018 · 6:46 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001434524
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | holding | — | — | — | 5,213,543 | I | See footnotes |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Contractual Right to Purchase Common StockF1,F2 | $4.00 | holding | — | — | — | Jul 20, 2018 | Feb 1, 2019 | Contractual Right to Purchase Common Stock | 478,854 | — | I |
Explanation of responses
- F1clirSPV LLC ("clirSPV") is the record holder of the securities reported herein. GPclirSPV LLC ("GPclirSPV") is the Manager of clirSPV. Princeton Opportunity Management LLC ("Princeton Opportunity Management") has an Investment Management Agreement for clirSPV.
- F2Robert T. Hoffman is the Managing Member of GPclirSPV and Princeton Opportunity Management and shares the power to vote and dispose of the securities beneficially owned by clirSPV. As such, each of GPclirSPV, Princeton Opportunity Management and Robert T. Hoffman Sr. may be deemed to have or share beneficial ownership of the Common Stock or Contractual Rights to Purchase Common Stock held directly by clirSPV. Each such entity other than clirSPV disclaims any such beneficial ownership in the Common Stock or Contractual Rights to Purchase Common Stock except to the extent of their pecuniary interest therein.