FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
CLEARSIGN COMBUSTION CORP [ CLIR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/09/2012 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 05/09/2012 | J(1) | 342,035(2) | D | (1) | 3,593 | I | SEE FOOTNOTE(3) | ||
Common Stock | 05/09/2012 | J(1) | 17,664(4) | A | (1) | 92,237 | D | |||
Common Stock | 05/09/2012 | J(1) | 91,253(5) | A | (1) | 380,460 | I | SEE FOOTNOTE(6) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
1. The record holder of these securities is Integrated Surgical Systems, Inc. ("ISS"). The reporting person is a shareholder, the Chief Executive Officer and one of 4 directors of ISS. On April 24, 2012, the full board of directors of ISS declared a dividend to the shareholders of ISS, of an aggregate of 450,952 shares of common stock of the Issuer. The record date of the dividend was May 9, 2012. |
2. Represents dividend shares distributed to ISS shareholders other than the reporting person (see Note 1 above). |
3. The record holder of these securities is ISS. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose. |
4. Represents dividend shares distributed to the reporting person (see Note 1 above) and a change from indirect ownership to direct ownership. |
5. Represents 45,626 shares distributed to Christopher A. Marlett IRA and 45,627 shares distributed to Christopher A. Marlett Living Trust (see Note 1 above), and a change in the record holder of indirect ownership. |
6. Represents 45,626 shares held of record by Christopher A. Marlett IRA, 45,627 shares held of record by Christopher A. Marlett Living Trust and 289,207 held of record by MDB Capital Group LLC ("MDB"), of which the reporting person is the Chief Executive Officer. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose. |
/s/ Christopher Marlett | 06/26/2012 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |