formsc13g.htm

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TsYLIwz7ALtpEjv6teHe3TnjjrdtSI/Qp7vAQzeQs1/IwPwx64OVSA3O6wNEPM46 J3nOPhL8HnbRI07P+Mx0fg== 0001140361-10-042084.txt : 20101025 0001140361-10-042084.hdr.sgml : 20101025 20101022214405 ACCESSION NUMBER: 0001140361-10-042084 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20101025 DATE AS OF CHANGE: 20101022 GROUP MEMBERS: EEF I MANAGEMENT LP GROUP MEMBERS: EMERALD PARTNERS I LTD. GROUP MEMBERS: JOHN BRIDLE GROUP MEMBERS: PASCAL MAHIEUX GROUP MEMBERS: WALTER LOCHER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CLEAN DIESEL TECHNOLOGIES INC CENTRAL INDEX KEY: 0000949428 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INORGANIC CHEMICALS [2810] IRS NUMBER: 061393453 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-51147 FILM NUMBER: 101138182 BUSINESS ADDRESS: STREET 1: 10 MIDDLE STREET STREET 2: SUITE 1100 CITY: BRIDGEPORT STATE: CT ZIP: 06604 BUSINESS PHONE: 2034165290 MAIL ADDRESS: STREET 1: 10 MIDDLE STREET STREET 2: SUITE 1100 CITY: BRIDGEPORT STATE: CT ZIP: 06604 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Emerald Energy Fund I LP CENTRAL INDEX KEY: 0001503198 IRS NUMBER: 000000000 STATE OF INCORPORATION: Y7 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: PO BOX 255, TRAFALGAR COURT, LES BANQUES CITY: ST. PETER PORT STATE: Y7 ZIP: GY1 3QL BUSINESS PHONE: 44 0 1481 745747 MAIL ADDRESS: STREET 1: PO BOX 255, TRAFALGAR COURT, LES BANQUES CITY: ST. PETER PORT STATE: Y7 ZIP: GY1 3QL SC 13G 1 formsc13g.htm EMERALD ENERGY FUND I LP SC 13G 10-15-2010 formsc13g.htm

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.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

18449C 401

(CUSIP Number)

October 15, 2010

(Date of Event which Requires Filing of this Statement)

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).

SCHEDULE 13G
CUSIP No. 18449C 401		Page 2 of 12 Pages

1	NAMES OF REPORTING PERSONS Emerald Energy Fund I LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
3	SEC USE ONLY
4	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%
12	TYPE OF REPORTING PERSON PN

SCHEDULE 13G
CUSIP No. 18449C 401		Page 3 of 12 Pages

1	NAMES OF REPORTING PERSONS EEF I Management LP Tax ID Number:
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Ontario, Canada

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%
12	TYPE OF REPORTING PERSON PN

SCHEDULE 13G
CUSIP No. 18449C 401		Page 4 of 12 Pages

1	NAMES OF REPORTING PERSONS Emerald Partners I Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
3	SEC USE ONLY
4	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%
12	TYPE OF REPORTING PERSON CO

SCHEDULE 13G
CUSIP No. 18449C 401		Page 5 of 12 Pages

1	NAMES OF REPORTING PERSONS Pascal Mahieux
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Guernsey citizen

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	TYPE OF REPORTING PERSON IN

SCHEDULE 13G
CUSIP No. 18449C 401		Page 6 of 12 Pages

1	NAMES OF REPORTING PERSONS John Bridle
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Guernsey citizen

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	TYPE OF REPORTING PERSON IN

SCHEDULE 13G
CUSIP No. 18449C 401		Page 7 of 12 Pages

1	NAMES OF REPORTING PERSONS Walter Locher
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION U.S. citizen

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	TYPE OF REPORTING PERSON IN

SCHEDULE 13G
CUSIP No. 18449C 401		Page 8 of 12 Pages

Item 1(a)

Name of Issuer:

Clean Diesel Technologies, Inc., a Delaware corporation (“CDTI” or the “Issuer”).

Item 1(b)

Address of Issuer’s Principal Executive Offices:

4567 Telephone Road

Suite 206

Ventura, CA 93003

Item 2(a)

Names of Persons Filing:

The Statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):

(i)

Emerald Energy Fund I LP (“Emerald”);

(ii)

EEF I Management LP (“EEF”);

(iii)

Emerald Partners I Ltd. (“Emerald Partners”);

(iv)

Pascal Mahieux (“Mahieux”);

(v)

John Bridle (“Bridle”); and

(vi)

Walter Locher (“Locher”).

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”).

Item 2(b)

Address of Principal Business Office or, if None, Residence:

The business office of each reporting person is:

P.O. Box 255, Trafalgar Court

Les Banques

St. Peter Port GY1 3QL

Guernsey

Item 2(c)

Citizenship:

(i)

Emerald is a Guernsey limited partnership;

(ii)

EEF is an Ontario, Canada limited partnership;

(iii)

Emerald Partners is a Guernsey corporation;

(iv)

Mahieux is a Guernsey citizen;

(v)

Bridle is a Guernsey citizen; and

(vi)

Locher is a U.S. citizen.

SCHEDULE 13G
CUSIP No. 18449C 401		Page 9 of 12 Pages

Item 2(d)

Title of Class of Securities:

Common stock, par value $0.01 per share (“Common Stock”).

Item 2(e)

CUSIP Number:

18449C 401

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:

This Item 3 is not applicable.

Item 4

Ownership:

Item 4(a)

Amount Beneficially Owned:

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.

Item 4(b)

Percent of Class:

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.

Item 4(c)

Number of shares as to which such person has:

Emerald, EEF and Emerald Partners:
(i)	Sole power to vote or direct the vote:	360,362
(ii)	Shared power to vote or to direct the vote:	0
(iii)	Sole power to dispose or to direct the disposition of:	360,362
(iv)	Shared power to dispose or to direct the disposition of:	0

Each of the Directors:
(i)	Sole power to vote or direct the vote:	0
(ii)	Shared power to vote or to direct the vote:	360,362
(iv)	Shared power to dispose or to direct the disposition of:	0
		360,362

SCHEDULE 13G
CUSIP No. 18449C 401		Page 10 of 12 Pages

Item 5

Ownership of Five Percent or Less of a Class.

Not applicable.

Item 6

Ownership of More than Five Percent on Behalf of Another Person.

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.

Item 7

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not applicable.

Item 8

Identification and Classification of Members of the Group.

Not applicable.

Item 9

Notice of Dissolution of Group.

Not applicable.

Item 10

Certification.

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.

SCHEDULE 13G
CUSIP No. 18449C 401		Page 11 of 12 Pages

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.

Dated: October 22, 2010	Emerald Energy Fund I LP

	By:	EEF I Management LP, its General Partner

	By:	Emerald Partners I Ltd., its General Partner

	By:	/s/ Tom Scott, Attorney-in-Fact

	EEF I Management LP

	By:	Emerald Partners I Ltd., its General Partner

	By:	/s/ Tom Scott, Attorney-in-Fact

	Emerald Partners I Ltd.

	By:	/s/ Tom Scott, Attorney-in-Fact

	Pascal Mahieux

	By:	/s/ Tom Scott, Attorney-in-Fact

	John Bridle

	By:	/s/ Tom Scott, Attorney-in-Fact

	Walter Locher

	By:	/s/ Tom Scott, Attorney-in-Fact

_________________________

* Signed pursuant to a Power of Attorney filed as Exhibit 2 to this Schedule 3G.

SCHEDULE 13G
CUSIP No. 18449C 401		Page 12 of 12 Pages

EXHIBIT INDEX

Exhibit 1.

Joint Filing Agreement, dated as of October 22, 2010, among the Reporting Persons. Filed herewith.

Exhibit 2.

Power of Attorney of the Reporting Persons, dated as of October 22, 2010. Filed herewith.

EX-1 2 ex1.htm EXHIBIT 1 ex1.htm

Exhibit 1

JOINT FILING AGREEMENT

The undersigned, Emerald Energy Fund I LP, EEF I Management LP, Emerald Partners I Ltd., Pascal Mahieux, John Bridle and Walter Locher, hereby agree that the Schedule 13G with respect to the Common Stock, par value $0.01 per share, of Clean Diesel Technologies, Inc., dated as of October 22, 2010, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934.

Dated: October 22, 2010	Emerald Energy Fund I LP
	By:	EEF I Management LP, its General Partner
	By:	Emerald Partners I Ltd., its General Partner

	By:	/s/ Tom Scott, Attorney-in-Fact


	EEF I Management LP
	By:	Emerald Partners I Ltd., its General Partner

	By:	/s/ Tom Scott, Attorney-in-Fact

	Emerald Partners I Ltd.

	By:	/s/ Tom Scott, Attorney-in-Fact


	Pascal Mahieux

	By:	/s/ Tom Scott, Attorney-in-Fact

	John Bridle

	By:	/s/ Tom Scott, Attorney-in-Fact

	Walter Locher

	By:	/s/ Tom Scott, Attorney-in-Fact

__________________________

*	Signed pursuant to a Power of Attorney filed as Exhibit 2 to the Schedule 13G of which this Exhibit is a part.

EX-2 3 ex2.htm EXHIBIT 2 ex2.htm

Exhibit 2

POWER OF ATTORNEY

The undersigned, Emerald Energy Fund I LP, EEF I Management LP, Emerald Partners I Ltd., Pascal Mahieux, John Bridle and Walter Locher (the “Undersigned”), hereby constitute and appoint Jonathan M.A. Melmed, Sean McGuinness and Tom Scott and each of them, the Undersigned’s true and lawful attorney-in-fact to:

1. Complete and execute Forms 3, 4, 5, and 144, Schedules 13D and 13G and Form ID (Uniform Application for Access Codes to File on EDGAR) and other forms and all amendments thereto as such attorney-in-fact shall in his discretion determine to be required or advisable pursuant to Section 16(a) and Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, or any successor laws and regulations, as a consequence of the Undersigned’s ownership, acquisition or disposition of securities of Clean Diesel Technologies, Inc. (the “Company”);

2. Do and perform any and all acts for and on the behalf of the Undersigned which may be necessary or desirable in order to complete and execute any such form, complete and execute any amendments thereto, and timely file such forms with the Securities and Exchange Commission, any securities exchange or national association, the Company and such other person or agency as the attorney-in-fact shall deem appropriate; and

3. Take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the Undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the Undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

Each of the Undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the Undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. Each of the Undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the Undersigned, are not assuming any of the Undersigned’s responsibil ities to comply with Sections 16 and 13(d) of the Exchange Act.

This Power of Attorney shall remain in full force and effect until each of the Undersigned is no longer required to file Forms 3, 4, 5 or 144 or Schedule 13D or 13G with respect to the any of the Undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the Undersigned in a signed writing delivered to the Company and the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned have executed or caused this Power of Attorney to be executed as of October 21, 2010.

	EMERALD ENERGY FUND I LP

	By:	EEF I Management LP,
		its General Partner

	By:	Emerald Partners I Ltd.,
		its General Partner

	By:	/s/ Pascal Mahieux
		Pascal Mahieux - Director

	By:	/s/ Paul Bloomfield
		Paul Bloomfield

	For Northern Trust International Fund Administration Services (Guernsey) Limited as Secretary

	EEF I MANAGEMENT LP

	By:	Emerald Partners I Ltd.,
		its General Partner

	By:	/s/ Pascal Mahieux
		Pascal Mahieux - Director

	By:	/s/ Paul Bloomfield
		Paul Bloomfield

	For Northern Trust International Fund Administration Services (Guernsey) Limited as Secretary

	EMERALD PARTNERS I LTD.

	By:	/s/ Pascal Mahieux
		Pascal Mahieux - Director

	By:	/s/ Paul Bloomfield
		Paul Bloomfield

	For Northern Trust International Fund Administration Services (Guernsey) Limited as Secretary

	PASCAL MAHIEUX

	/s/ Pascal Mahieux

	JOHN BRIDLE

	/s/ John Bridle

	WALTER LOCHER

	/s/ Walter Locher

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