SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13G
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INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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China Solar & Clean Energy Solutions, Inc.
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(Name of Issuer)
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Common Stock, par value $0.001 per share
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(Title of Class of Securities)
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(CUSIP Number)
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(Date of event which requires filing of this statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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o
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Rule 13d-1(b)
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x
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Rule 13d-1(c)
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o
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Rule 13d-1(d)
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______________________________
*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 the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 ("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).
CUSIP No. 16943E105
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13G
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Page
2
of 17 Pages
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1
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NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
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Ardsley Partners Fund II, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
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(a)
x
(b)
o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
702,500
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
702,500
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
702,500
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10
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CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES
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o
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11
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PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
5.35%
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12
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TYPE OF REPORTING PERSON **
PN
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** SEE INSTRUCTIONS BEFORE FILING OUT!
CUSIP No. 16943E105
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13G
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Page
3
of 17 Pages
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1
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NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
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Ardsley Partners Institutional Fund, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
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(a)
x
(b)
o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
455,000
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
455,000
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
455,000
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10
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CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES
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o
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11
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PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
3.46%
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12
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TYPE OF REPORTING PERSON **
PN
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CUSIP No. 16943E105
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13G
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Page
4
of 17 Pages
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1
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NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
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Ardsley Offshore Fund Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
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(a)
x
(b)
o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
491,500
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
491,500
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
491,500
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10
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CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES
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o
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11
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PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
3.74%
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12
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TYPE OF REPORTING PERSON **
CO
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CUSIP No. 16943E105
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13G
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Page
5
of 17 Pages
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1
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NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
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Ardsley Advisory Partners
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
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(a)
x
(b)
o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Connecticut
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
1,666,500
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
1,666,500
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
1,666,500
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10
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CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES
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o
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11
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PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
12.69%
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12
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TYPE OF REPORTING PERSON **
PN; IA
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CUSIP No. 16943E105
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13G
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Page
6
of 17 Pages
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1
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NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
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Ardsley Partners I
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
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(a)
x
(b)
o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Connecticut
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
1,157,500
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
1,157,500
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
1,157,500
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10
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CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES
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o
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11
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PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
8.81%
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12
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TYPE OF REPORTING PERSON **
PN
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CUSIP No. 16943E105
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13G
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Page
7
of 17 Pages
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1
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NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
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Philip J. Hempleman
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
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(a)
x
(b)
o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
1,666,500
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
1,666,500
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
1,666,500
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10
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CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES
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o
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11
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PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
12.69%
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12
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TYPE OF REPORTING PERSON **
IN
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CUSIP No. 16943E105
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13G
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Page
8
of 17 Pages
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Item 1(a).
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NAME OF ISSUER:
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The name of the issuer is China Solar & Clean Energy Solutions, Inc. (the "Company").
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Item 1(b).
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ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
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Building 3, No. 28, Feng Tai North Road,
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Beijing, China 100071
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Item 2(a).
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NAME OF PERSON FILING:
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This statement is filed by:
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(i)
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Ardsley Partners Fund II, L.P., a Delaware limited partnership ("AP II"), with respect to the shares of Common Stock, par value $0.001 per share ("Common Stock") directly owned by it;
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(ii)
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Ardsley Partners Institutional Fund, L.P., a Delaware limited partnership ("Ardsley Institutional"), with respect to the shares of Common Stock directly owned by it;
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(iii)
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Ardsley Offshore Fund Ltd., a British Virgin Islands corporation ("Ardsley Offshore"), with respect to the shares of Common Stock directly owned by it;
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(iv)
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Ardsley Advisory Partners, a New York general partnership ("Ardsley") which serves as Investment Manager of Ardsley Offshore and the Investment Adviser of AP II, Ardsley Institutional and one or more managed accounts, with respect to the shares of Common Stock directly owned by Ardsley Offshore, AP II, Ardsley Institutional, and such managed
accounts;
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(v)
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Ardsley Partners I, a New York general partnership ("Ardsley Partners") which serves as General Partner of AP II and Ardsley Institutional; and
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(vi)
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Philip J. Hempleman ("Mr. Hempleman"), the Managing Partner of Ardsley and Ardsley Partners, with respect to the shares of Common Stock owned by AP II, Ardsley Institutional, Ardsley Offshore and the managed accounts.
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The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons." Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.
Item 2(b).
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ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
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The address of the business office of each of the Reporting Persons, with the exception of Ardsley Offshore, is 262 Harbor Drive, Stamford, Connecticut 06902.
The address of the registered office of Ardsley Offshore is Romasco Place, Wickhams Cay 1, Roadtown Tortola, British Virgin Islands.
CUSIP No. 16943E105
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13G
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Page
9
of 17 Pages
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Item 2(c).
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CITIZENSHIP:
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AP II and Ardsley Institutional are Delaware limited partnerships. Ardsley Offshore is a British Virgin Islands corporation. Ardsley and Ardsley Partners are New York general partnerships. Mr. Hempleman is a United States Citizen.
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Item 2(d).
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Title of Class of Securities:
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Common Stock, par value $0.001 per share
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Item 2 (e).
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CUSIP Number:
16943E105
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Item 3.
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IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) or 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
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(a)
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o
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Broker or dealer registered under Section 15 of the Act,
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(b)
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o
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Bank as defined in Section 3(a)(6) of the Act,
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(c)
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o
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Insurance Company as defined in Section 3(a)(19) of the Act,
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(d)
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o
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Investment Company registered under Section 8 of the Investment Company Act
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(e)
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o
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Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940
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(f)
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o
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Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see Rule 13d-1(b)(1)(ii)(F)
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(g)
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o
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Parent Holding Company, in accordance with Rule 13d-1(b)(ii)(G); see item 7
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(h)
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o
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Group, in accordance with Rule 13d-1(b)(1)(ii)(H)
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CUSIP No. 16943E105
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13G
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Page
10
of 17 Pages
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A.
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Ardsley Partners Fund II, L.P.
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(a)
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Amount beneficially owned: 702,500
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(b)
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Percent of class: 5.35% (The percentages used herein and in the rest of Item 4 are calculated based upon the 13,136,305 shares of Common Stock issued and outstanding as of April 4, 2008, as per the Company's Registration Statement on Form S-1, as filed with the Securities and Exchange Commission on April 14, 2008.)
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(c)
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(i)
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Sole Power to vote or direct the vote: -0-
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(ii)
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Shared power to vote or direct the vote: 702,500
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(iii)
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Sole power to dispose or direct the disposition: -0-
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(iv)
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Shared power to dispose or direct the disposition: 702,500
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B.
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Ardsley Partners Institutional Fund, L.P.
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(a)
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Amount beneficially owned: 455,000
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(b)
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Percent of class: 3.46%
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(c)
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(i)
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Sole Power to vote or direct the vote: -0-
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(ii)
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Shared power to vote or direct the vote: 455,000
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(iii)
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Sole power to dispose or direct the disposition: -0-
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(iv)
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Shared power to dispose or direct the disposition: 455,000
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C.
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Ardsley Offshore Fund Ltd.
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(a)
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Amount beneficially owned: 491,500
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(b)
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Percent of class: 3.74%
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(c)
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(i)
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Sole Power to vote or direct the vote: -0-
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(ii)
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Shared power to vote or direct the vote: 491,500
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(iii)
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Sole power to dispose or direct the disposition: -0-
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(iv)
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Shared power to dispose or direct the disposition: 491,500
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D.
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Ardsley Advisory Partners
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(a)
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Amount beneficially owned: 1,666,500
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(b)
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Percent of class: 12.69%
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(c)
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(i)
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Sole Power to vote or direct the vote: -0-
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(ii)
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Shared power to vote or direct the vote: 1,666,500
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(iii)
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Sole power to dispose or direct the disposition: -0-
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(iv)
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Shared power to dispose or direct the disposition: 1,666,500
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E.
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Ardsley Partners I
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(a)
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Amount beneficially owned: 1,157,500
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(b)
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Percent of class: 8.81%
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(c)
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(i)
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Sole Power to vote or direct the vote: -0-
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(ii)
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Shared power to vote or direct the vote: 1,157,500
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(iii)
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Sole power to dispose or direct the disposition: -0-
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(iv)
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Shared power to dispose or direct the disposition: 1,157,500
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CUSIP No. 16943E105
|
13G
|
Page
11
of 17 Pages
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F.
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Philip J. Hempleman
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(a)
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Amount beneficially owned: 1,666,500
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(b)
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Percent of class: 12.69%
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(c)
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(i)
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Sole Power to vote or direct the vote: -0-
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(ii)
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Shared power to vote or direct the vote: 1,666,500
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(iii)
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Sole power to dispose or direct the disposition: -0-
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(iv)
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Shared power to dispose or direct the disposition: 1,666,500
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CUSIP No. 16943E105
|
13G
|
Page
12
of 17 Pages
|
Item 5.
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OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
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Not applicable.
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Item 6.
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OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
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Ardsley, the Investment Manager of Ardsley Offshore and the Investment Adviser of one or more managed accounts, has the power to vote and direct the disposition of the proceeds from the sale of the shares of Common Stock owned by Ardsley Offshore, and the managed accounts, and accordingly may be deemed the direct "beneficial owner" of such shares of Common Stock.
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Ardsley, the Investment Adviser of AP II and Ardsley Institutional, shares the power to vote and direct the disposition of the proceeds from the sale of the shares of Common Stock owned by AP II and Ardsley Institutional and, accordingly, may be deemed the direct "beneficial owner" of such shares of Common Stock.
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Ardsley Partners, the General Partner of AP II and Ardsley Institutional, shares the power to vote and direct the disposition of the shares of Common Stock owned by AP II and Ardsley Institutional, and, accordingly, may be deemed the direct "beneficial owner" of such shares of Common Stock.
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Mr. Hempleman is the Managing Partner of Ardsley and Ardsley Partners and in that capacity directs their operations and therefore may be deemed to be the indirect "beneficial owner" of the shares of Common Stock owned by Ardsley Offshore, AP II, Ardsley Institutional and the managed accounts. Mr. Hempleman disclaims beneficial ownership of all of the shares of Common Stock reported in
this 13G.
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Item 7.
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IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
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Not applicable.
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Item 8.
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IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
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Not applicable.
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Item 9.
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NOTICE OF DISSOLUTION OF GROUP.
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Not applicable.
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CUSIP No. 16943E105
|
13G
|
Page
13
of 17 Pages
|
Item 10.
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CERTIFICATION.
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Each of the Reporting Persons hereby makes the following certification:
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By signing below we each certify that, to the best of our 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.
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CUSIP No. 16943E105
|
13G
|
Page
14
of 17 Pages
|
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated: as of June 2, 2008
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ARDSLEY PARTNERS FUND II, L.P.
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BY: ARDSLEY PARTNERS I,
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GENERAL PARTNER
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Steve Napoli
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General Partner
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ARDSLEY PARTNERS INSTITUTIONAL FUND, L.P.
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BY: ARDSLEY PARTNERS I,
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GENERAL PARTNER
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Steve Napoli
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General Partner
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ARDSLEY OFFSHORE FUND LTD.
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Neil Glass
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Director
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ARDSLEY ADVISORY PARTNERS
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BY: ARDSLEY PARTNERS I,
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GENERAL PARTNER
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Steve Napoli
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General Partner
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CUSIP No. 16943E105
|
13G
|
Page
15
of 17 Pages
|
|
ARDSLEY PARTNERS I
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Steve Napoli
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General Partner
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PHILIP J. HEMPLEMAN, INDIVIDUALLY
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Steve Napoli
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|
As attorney in fact for
Philip J. Hempleman
|
*
|
Evidence of Power of Attorney was filed with the Schedule 13G filed on February 15, 2006
|
(Acc-no: 0000902664-06-000895) and is incorporated by reference into this filing.
CUSIP No. 16943E105
|
13G
|
Page
16
of 17 Pages
|
EXHIBIT 1
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statements. The undersigned acknowledge that each shall be responsible for the timely filing of
such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate.
Dated as of June 2, 2008
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ARDSLEY PARTNERS FUND II, L.P.
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BY: ARDSLEY PARTNERS I,
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GENERAL PARTNER
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Steve Napoli
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General Partner
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ARDSLEY PARTNERS INSTITUTIONAL FUND, L.P.
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BY: ARDSLEY PARTNERS I,
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GENERAL PARTNER
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Steve Napoli
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General Partner
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ARDSLEY OFFSHORE FUND LTD.
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Neil Glass
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Director
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CUSIP No. 16943E105
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13G
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Page
17
of 17 Pages
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ARDSLEY ADVISORY PARTNERS
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BY: ARDSLEY PARTNERS I,
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GENERAL PARTNER
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Steve Napoli
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General Partner
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ARDSLEY PARTNERS I
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Steve Napoli
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General Partner
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PHILIP J. HEMPLEMAN, INDIVIDUALLY
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Steve Napoli
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As attorney in fact for
Philip J. Hempleman
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