Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Hinds Brent

(Last)

(First)

(Middle)

8023 E. 63RD PLACE, SUITE 101

(Street)

TULSA

74133

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ClearSign Technologies Corp [ CLIR ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/22/2024

4. 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 Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/22/2024		A		45,075⁽¹⁾	A	$0	88,951	D
Common Stock	02/22/2024		F		16,520⁽²⁾	D	$1.06	72,431	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Unit	⁽³⁾	02/22/2024		A		7,547		⁽⁴⁾	⁽⁴⁾	Common Stock	7,547	$0	7,547	D
Restricted Stock Unit	⁽⁵⁾	02/22/2024		A		2,627		⁽⁶⁾	⁽⁶⁾	Common Stock	2,627	$0	2,627	D

Explanation of Responses:

1. Represents a one-time bonus grant to the reporting person for services as an executive officer for the year ended December 31, 2023. The number of shares awarded is based on the closing price of the Company's common stock on February 22, 2024 of $1.06.

2. Represents the payment of the reporting person's tax liability by withholding shares incident to the receipt of the Company's common stock issued on February 22, 2024 based on the closing price of the Company's common stock on February 22, 2024 of $1.06.

3. Represents a one-time bonus restricted stock unit ("RSUs") grant to reporting person for services as an executive officer for the year ended December 31, 2023, and each RSU represents a right to receive one share of common stock or the cash equivalent thereof.

4. The RSUs granted on February 22, 2024 vest in three equal installments commencing on the first anniversary of the grant date.

5. Represents a one-time bonus performance-based RSU ("PRSUs") grant to the reporting person, and each PRSU represents a right to receive one share of common stock or the cash equivalent thereof.

6. The PRSUs granted on February 22, 2024 will fully vest upon the achievement of certain performance targets established by the Company's compensation committee of the board of directors for the year ending December 31, 2024. If the reporting person does not achieve the established performance targets, which will be measured over the year ending December 31, 2024, the PRSUs will not vest and will be forfeited.

	/s/ Brent Hinds	02/26/2024
	** 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).
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