SEC Form 4 · accession 0001144204-17-004023
ClearSign Technologies Corp · CLIR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Joseph Colannino
Officer — Senior VP of Engineering
Period of report
Jan 25, 2017
Accepted (ET)
Jan 26, 2017 · 4:27 pm EST
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 Stock/CLIRF1 | Jan 25, 2017 | X | 5,155 | $4.00 | A | 30,930 | I | By IRA |
| Common Stock/CLIRF2 | Jan 25, 2017 | X | 5,000 | $4.00 | A | 35,930 | I | By IRA |
| Common Stock/CLIR | holding | — | — | — | 9,837 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Subscription Rights (Right to Purchase)F3,F1 | $4.00 | Dec 27, 2016 | X | 1,967 | D | Dec 27, 2016 | Jan 13, 2017 | See Footnote | 1,967 | 0 | D |
| Subscription Rights (Right to Purchase)F1 | $4.00 | Dec 27, 2016 | X | 5,155 | D | Dec 27, 2016 | Jan 13, 2017 | See Footnote | 5,155 | 0 | I |
| Warrant to Purchase Common StockF1,F4 | $4.00 | Jan 25, 2017 | X | 5,155 | A | Jan 25, 2017 | Jan 25, 2019 | Common Stock | 5,155 | 5,155 | I |
| Warrant to Purchase Common StockF2,F4 | $4.00 | Jan 25, 2017 | X | 5,000 | A | Jan 25, 2017 | Jan 25, 2019 | Common Stock | 5,000 | 10,155 | I |
Explanation of responses
- F1The common stock and the warrants were acquired pursuant to the exercise of subscription rights (the "Rights Offering") previously distributed by the Issuer to all holders of the Issuer's common stock. Each holder received 0.2 subscription rights per share of stock owned, and each right allowed the recipient to purchase one unit, consisting of one share of common stock and one warrant to purchase one share of common stock. The subscription price per unit was $4.00.
- F2The common stock and the warrants were acquired pursuant to a best efforts public offering through the Issuer's placement agent of all units remainingfollowing the expiration of the subscription period under the Rights Offering. Each unit consisted of one share of common stock and one warrant to purchase one share of common stock. The subscription price per unit was $4.00.
- F3These Subscription Rights expired without exercise.
- F4Each warrant entitles the holder to purchase one share of the Company's common stock at an exercise price of $4.00 from the date of issuance through January 25, 2019.