Amended Statement of Beneficial Ownership (sc 13d/a)
February 26 2015 - 4:02PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Clean Diesel
Technologies, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
18449C 401
(CUSIP
Number)
Mr. Alexander Ellis, III
RockPort Capital Partners, L.P.
160 Federal Street, 18th Floor
Boston, MA 02110
(617) 912-1420
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)
November 20, 2014
(Date of Event Which Requires Filing of This Statement)
If the filing
person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b)
for other parties to whom copies are to be sent.
* |
The remainder of this cover page shall be filled out for a reporting persons 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 13D
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CUSIP No. 18449C 401 |
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Page 2 of 13 Pages |
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1 |
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Names of
reporting persons Rockport Capital Partners, L.P. |
2 |
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Check the appropriate box if a member
of a group (a) ¨ (b) x |
3 |
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SEC use only
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4 |
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Source of funds
OO |
5 |
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Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
6 |
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Citizenship or place of
organization Delaware |
Number of
shares beneficially
owned by each
reporting person
with |
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7 |
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Sole voting power
0 shares |
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8 |
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Shared voting power
0 shares |
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9 |
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Sole dispositive power
0 shares |
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10 |
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Shared dispositive power
0 shares |
11 |
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Aggregate amount beneficially owned by each reporting person
0 shares |
12 |
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Check box if the aggregate amount in
Row (11) excludes certain shares ¨ |
13 |
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Percent of class represented by amount
in Row (11) 0% |
14 |
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Type of reporting person
PN |
SCHEDULE 13D
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CUSIP No. 18449C 401 |
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Page 3 of 13 Pages |
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1 |
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Names of
reporting persons RockPort Capital I LLC |
2 |
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Check the appropriate box if a member
of a group (a) ¨ (b) x |
3 |
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SEC use only
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4 |
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Source of funds
OO |
5 |
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Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
6 |
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Citizenship or place of
organization Delaware |
Number of
shares beneficially
owned by each
reporting person
with |
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7 |
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Sole voting power
0 0 shares |
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8 |
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Shared voting power
0 shares |
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9 |
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Sole dispositive power
0 0 shares |
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10 |
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Shared dispositive power
0 shares |
11 |
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Aggregate amount beneficially owned by each reporting person
0 0 shares |
12 |
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Check box if the aggregate amount in
Row (11) excludes certain shares ¨ |
13 |
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Percent of class represented by amount
in Row (11) 0% |
14 |
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Type of reporting person
OO |
SCHEDULE 13D
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CUSIP No. 18449C 401 |
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Page 4 of 13 Pages |
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1 |
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Names of
reporting persons RP Co-Investment Fund I, L.P. |
2 |
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Check the appropriate box if a member
of a group (a) ¨ (b) x |
3 |
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SEC use only
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4 |
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Source of funds
OO |
5 |
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Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
6 |
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Citizenship or place of
organization Delaware |
Number of
shares beneficially
owned by each
reporting person
with |
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7 |
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Sole voting power
0 shares |
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8 |
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Shared voting power
0 shares |
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9 |
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Sole dispositive power
0 shares |
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10 |
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Shared dispositive power
0 shares |
11 |
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Aggregate amount beneficially owned by each reporting person
0 shares |
12 |
|
Check box if the aggregate amount in
Row (11) excludes certain shares ¨ |
13 |
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Percent of class represented by amount
in Row (11) 0% |
14 |
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Type of reporting person
PN |
SCHEDULE 13D
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CUSIP No. 18449C 401 |
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Page 5 of 13 Pages |
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1 |
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Names of
reporting persons RP Co-Investment Fund I GP, LLC |
2 |
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Check the appropriate box if a member
of a group (a) ¨ (b) x |
3 |
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SEC use only
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4 |
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Source of funds
OO |
5 |
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Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
6 |
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Citizenship or place of
organization Delaware |
Number of
shares beneficially
owned by each
reporting person
with |
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7 |
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Sole voting power
0 shares |
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8 |
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Shared voting power
0 shares |
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9 |
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Sole dispositive power
0 shares |
|
10 |
|
Shared dispositive power
0 shares |
11 |
|
Aggregate amount beneficially owned by each reporting person
0 shares |
12 |
|
Check box if the aggregate amount in
Row (11) excludes certain shares ¨ |
13 |
|
Percent of class represented by amount
in Row (11) 0% |
14 |
|
Type of reporting person
OO |
SCHEDULE 13D
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CUSIP No. 18449C 401 |
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Page 6 of 13 Pages |
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1 |
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Names of
reporting persons Alexander Ellis III |
2 |
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Check the appropriate box if a member
of a group (a) ¨ (b) x |
3 |
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SEC use only
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4 |
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Source of funds
OO |
5 |
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Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
6 |
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Citizenship or place of
organization U.S. Citizen |
Number of
shares beneficially
owned by each
reporting person
with |
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7 |
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Sole voting power
0 shares |
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8 |
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Shared voting power
0 shares |
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9 |
|
Sole dispositive power
0 shares |
|
10 |
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Shared dispositive power
0 shares |
11 |
|
Aggregate amount beneficially owned by each reporting person
0 shares |
12 |
|
Check box if the aggregate amount in
Row (11) excludes certain shares ¨ |
13 |
|
Percent of class represented by amount
in Row (11) 0% |
14 |
|
Type of reporting person
IN |
SCHEDULE 13D
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CUSIP No. 18449C 401 |
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Page 7 of 13 Pages |
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1 |
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Names of
reporting persons Janet B. James |
2 |
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Check the appropriate box if a member
of a group (a) ¨ (b) x |
3 |
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SEC use only
|
4 |
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Source of funds
OO |
5 |
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
6 |
|
Citizenship or place of
organization U.S. Citizen |
Number of
shares beneficially
owned by each
reporting person
with |
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7 |
|
Sole voting power
0 shares |
|
8 |
|
Shared voting power
0 shares |
|
9 |
|
Sole dispositive power
0 shares |
|
10 |
|
Shared dispositive power
0 shares |
11 |
|
Aggregate amount beneficially owned by each reporting person
0 shares |
12 |
|
Check box if the aggregate amount in
Row (11) excludes certain shares ¨ |
13 |
|
Percent of class represented by amount
in Row (11) 0% |
14 |
|
Type of reporting person
IN |
SCHEDULE 13D
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CUSIP No. 18449C 401 |
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Page 8 of 13 Pages |
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1 |
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Names of
reporting persons William E. James |
2 |
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Check the appropriate box if a member
of a group (a) ¨ (b) x |
3 |
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SEC use only
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4 |
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Source of funds
OO |
5 |
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
6 |
|
Citizenship or place of
organization U.S. Citizen |
Number of
shares beneficially
owned by each
reporting person
with |
|
7 |
|
Sole voting power
0 shares |
|
8 |
|
Shared voting power
0 shares |
|
9 |
|
Sole dispositive power
0 shares |
|
10 |
|
Shared dispositive power
0 shares |
11 |
|
Aggregate amount beneficially owned by each reporting person
0 shares |
12 |
|
Check box if the aggregate amount in
Row (11) excludes certain shares ¨ |
13 |
|
Percent of class represented by amount
in Row (11) 0% |
14 |
|
Type of reporting person
IN |
SCHEDULE 13D
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CUSIP No. 18449C 401 |
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Page 9 of 13 Pages |
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1 |
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Names of
reporting persons Charles J. McDermott |
2 |
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Check the appropriate box if a member
of a group (a) ¨ (b) x |
3 |
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SEC use only
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4 |
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Source of funds
OO |
5 |
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
6 |
|
Citizenship or place of
organization U.S. Citizen |
Number of
shares beneficially
owned by each
reporting person
with |
|
7 |
|
Sole voting power
0 shares |
|
8 |
|
Shared voting power
0 shares |
|
9 |
|
Sole dispositive power
0 shares |
|
10 |
|
Shared dispositive power
0 shares |
11 |
|
Aggregate amount beneficially owned by each reporting person
0 shares |
12 |
|
Check box if the aggregate amount in
Row (11) excludes certain shares ¨ |
13 |
|
Percent of class represented by amount
in Row (11) 0% |
14 |
|
Type of reporting person
IN |
SCHEDULE 13D
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CUSIP No. 18449C 401 |
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Page 10 of 13 Pages |
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1 |
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Names of
reporting persons David J. Prend |
2 |
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Check the appropriate box if a member
of a group (a) ¨ (b) x |
3 |
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SEC use only
|
4 |
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Source of funds
OO |
5 |
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
6 |
|
Citizenship or place of
organization U.S. Citizen |
Number of
shares beneficially
owned by each
reporting person
with |
|
7 |
|
Sole voting power
0 shares |
|
8 |
|
Shared voting power
0 shares |
|
9 |
|
Sole dispositive power
0 shares |
|
10 |
|
Shared dispositive power
0 shares |
11 |
|
Aggregate amount beneficially owned by each reporting person
0 shares |
12 |
|
Check box if the aggregate amount in
Row (11) excludes certain shares ¨ |
13 |
|
Percent of class represented by amount
in Row (11) 0% |
14 |
|
Type of reporting person
IN |
SCHEDULE 13D
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CUSIP No. 18449C 401 |
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Page 11 of 13 Pages |
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1 |
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Names of
reporting persons Stoddard M. Wilson |
2 |
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Check the appropriate box if a member
of a group (a) ¨ (b) x |
3 |
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SEC use only
|
4 |
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Source of funds
OO |
5 |
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
6 |
|
Citizenship or place of
organization U.S. Citizen |
Number of
shares beneficially
owned by each
reporting person
with |
|
7 |
|
Sole voting power
0 shares |
|
8 |
|
Shared voting power
0 shares |
|
9 |
|
Sole dispositive power
0 shares |
|
10 |
|
Shared dispositive power
0 shares |
11 |
|
Aggregate amount beneficially owned by each reporting person
0 shares |
12 |
|
Check box if the aggregate amount in
Row (11) excludes certain shares ¨ |
13 |
|
Percent of class represented by amount
in Row (11) 0% |
14 |
|
Type of reporting person
IN |
SCHEDULE 13D
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CUSIP No. 18449C 401 |
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Page 12 of 13 Pages |
Amendment No. 2 to Schedule 13D
This Amendment No. 2 (Amendment No. 2) amends and supplements the Schedule 13D, dated October 22, 2010 and filed by
RockPort Capital Partners, L.P. (Rockport), RP Co-Investment Fund I, L.P. (RP Co-Investment), RockPort Capital I LLC (Rockport GP), RP Co-Investment Fund I GP, LLC (Rockport Co-Investment GP),
Alexander Ellis III, Janet B. James, William E. James, Charles J. McDermott, David J. Prend and Stoddard M. Wilson (each a Reporting Person) with the Securities and Exchange Commission on October 25, 2010 (the Original
Schedule 13D) as amended by Amendment No 1 filed on July 11, 2011 (Amendment No. 1 and together with the Original Schedule 13D, the Schedule 13D) with respect to the common stock, par value $0.01 per share
(CDTI Common Stock), of Clean Diesel Technologies, Inc., a Delaware corporation (CDTI or the Issuer). Except as specifically provided herein, this Amendment No. 2 supplements, but does not modify any of the
disclosure previously reported in the Schedule 13D. Capitalized terms used but not defined herein shall have the respective meanings set forth in the Schedule 13D. This is the final amendment to the Schedule 13D and constitutes an exit
filing for the Reporting Persons.
Item 4. |
Purpose of the Transactions. |
The response set forth in Item 4 of the Schedule 13D is hereby
amended and supplemented by adding the following paragraph after the last paragraph of such Item 4:
On November 20, 2014, the Reporting Persons
distributed in kind an aggregate of 322,695 shares of CDTI Common Stock held by the Reporting Persons on a pro rata basis to their respective partner and members (the Distribution). As a result of the Distribution, the Reporting Persons
are no longer the beneficial owner of shares of CDTI Common Stock.
Item 5. |
Interest in Securities of the Issuer. |
The response set forth in Item 5 of the Schedule 13D is
hereby amended and restated in its entirety as follows:
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(a) |
and (b) As a result of the Distribution, the Reporting Persons are no longer the beneficial owner of shares of CDTI Common Stock. |
(c) On November 20, 2014, the Reporting Persons distributed in kind the following shares of CDTI Common Stock on a pro rata basis to their
respective partners and members:
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Reporting Person(s) |
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Number of Shares Distributed |
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Rockport |
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303,053 |
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RP Co-Investment |
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19,642 |
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Total: |
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322,695 |
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By virtue of the foregoing distributions, the following Reporting Persons received Shares of CDTI Common Stock
as follows:
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Reporting Person(s) |
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Number of Shares Distributed |
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Alexander Ellis III |
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2,380 |
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Janet B. James |
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2,181 |
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William E. James |
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2,181 |
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Charles J. McDermott |
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615 |
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David J. Prend |
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2,418 |
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Stoddard M. Wilson |
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1,111 |
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(d) No other person is known to have the right to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of securities covered by this Schedule 13D/A.
(e) Not applicable.
SCHEDULE 13D
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CUSIP No. 18449C 401 |
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Page 13 of 13 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.
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Dated: February 17, 2015 |
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Rockport Capital Partners, L.P. |
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By: |
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Rockport Capital I LLC, its General Partner |
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By: |
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/s/ Janet B. James |
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Name: |
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Janet B. James |
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Title: |
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Managing Member |
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RP Co-Investment Fund I, L.P. |
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By: |
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RP Co-Investment Fund I GP, LLC, its General Partner |
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By: |
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/s/ Janet B. James |
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Name: |
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Janet B. James |
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Title: |
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Managing Member |
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RockPort Capital I LLC |
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By: |
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/s/ Janet B. James |
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Name: |
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Janet B. James |
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Title: |
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Managing Member |
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RP Co-Investment Fund I GP, LLC |
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By: |
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/s/ Janet B. James |
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Name: |
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Janet B. James |
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Title: |
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Managing Member |
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Alexander Ellis III |
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By: |
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/s/ Alexander Ellis III |
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Janet B. James |
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By: |
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/s/ Janet B. James |
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William E. James |
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By: |
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/s/ William E. James |
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Charles J. McDermott |
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By: |
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/s/ Charles J. McDermott |
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David J. Prend |
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By: |
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/s/ David J. Prend |
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Stoddard M. Wilson |
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By: |
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/s/ Stoddard M. Wilson |
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