SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Shea David Eric

(Last)

(First)

(Middle)

C/O CLEAN DIESEL TECHNOLOGIES, INC.

4567 TELEPHONE ROAD, SUITE 100

(Street)

VENTURA

93003

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/24/2014

3. Issuer Name and Ticker or Trading Symbol
CLEAN DIESEL TECHNOLOGIES INC [ CDTI ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP Fin., Treas., Corp. Cont.

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	5,699	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (right to buy)	03/17/2011⁽¹⁾	03/17/2021	Common Stock	5,000	$5.68	D
Stock Option (right to buy)	02/22/2013⁽²⁾	05/24/2022	Common Stock	23,529	$2.41	D
Restricted Stock Units	⁽⁴⁾	⁽⁴⁾	Common Stock	5,229	⁽³⁾	D
Restricted Stock Units	⁽⁵⁾	⁽⁵⁾	Common Stock	12,238	⁽³⁾	D
Restricted Stock Units	⁽⁶⁾	⁽⁶⁾	Common Stock	15,000	⁽³⁾	D

Explanation of Responses:

1. Stock Option vested 50% on March 17, 2011 and 50% on March 17, 2012.

2. Stock Option vested 1/3 on each of February 22, 2013 and February 22, 2014. Remaining 1/3 vests on February 22, 2015.

3. Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of CDTI Common Stock.

4. RSUs vest as to 50% on March 20, 2014 and March 20, 2015. RSUs paid to participant as soon as practicable following the date of vesting, but in all cases within two and one-half months following the end of the Issuer's tax year that includes the date such RSUs vest.

5. RSUs vest as to 1/3 on each of March 20, 2014, March 20, 2015 and March 20, 2016. RSUs paid to participant as soon as practicable following the date of vesting, but in all cases within two and one-half months following the end of the Issuer's tax year that includes the date such RSUs vest.

6. RSUs vest as to 1/3 on each of March 20, 2015, March 20, 2016 and March 20, 2017. RSUs paid to participant as soon as practicable following the date of vesting, but in all cases within two and one-half months following the end of the Issuer's tax year that includes the date such RSUs vest.

Remarks:

Exhibit 24 Power of Attorney

	/s/ Kristi Cushing for David E. Shea	04/24/2014
	** 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 5 (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.