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)
|
|
¨
|
Rule 13d-1(b)
|
|
ý
|
Rule 13d-1(c)
|
|
¨
|
Rule 13d-1(d)
|
SCHEDULE 13G
|
||
CUSIP No. 18449C 401
|
Page 2 of 15 Pages
|
1
|
NAMES OF REPORTING PERSONS
EnerTech Capital Partners II L.P (“ECP II”)
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) o
(b) x
|
||
3
|
SEC USE ONLY
|
|||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER OF
SHARES
|
5
|
SOLE VOTING POWER
358,339 common shares (“shares”), (which includes 13,058 shares issuable upon exercise of warrants), except that ECP II Management, L.P. (“EM II LP”), the general partner of ECP II, and ECP II Management, LLC (“EM II LLC”), the general partner of EM II LP, may be deemed to have sole power to vote these shares, and William G. Kingsley (“Kingsley”), Scott B. Ungerer (“Ungerer”), Robert E. Keith, Jr. (“Keith”), and Mark J. DeNino (“DeNino”), the members of the executive board of EM II LLC, may be deemed to have shared power to vote these shares.
|
||
BENEFICIALLY
|
6
|
SHARED VOTING POWER
|
||
OWNED BY
|
See response to row 5
|
|||
EACH
REPORTING
|
7
|
SOLE DISPOSITIVE POWER
358,339 shares (which includes 13,058 shares issuable upon exercise of warrants), except that EM II LP, the general partner of ECP II, and EM II LLC, the general partner of EM II LP, may be deemed to have sole power to dispose of these shares, and Kingsley, Ungerer, Keith, and DeNino, the members of the executive board of EM II LLC, may be deemed to have shared power to dispose of these shares.
|
||
PERSON
WITH
|
8
|
SHARED DISPOSITIVE POWER
See response to row 7
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
358,339 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)
9.42%
|
|||
12
|
TYPE OF REPORTING PERSON
PN
|
SCHEDULE 13G
|
||
CUSIP No. 18449C 401
|
Page 3 of 15 Pages
|
1
|
NAMES OF REPORTING PERSONS
ECP II Management L.P (“EM II LP”)
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) o
(b) x
|
||
3
|
SEC USE ONLY
|
|||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER OF
SHARES
|
5
|
SOLE VOTING POWER
358,339 shares (which includes 13,058 shares issuable upon exercise of warrants), all of which are directly owned by ECP II, except that EM II LLC, the general partner of EM II LP, may be deemed to have sole power to vote these shares, and Kingsley, Ungerer, Keith, and DeNino, the members of the executive board of EM II LLC, may be deemed to have shared power to vote these shares.
|
||
BENEFICIALLY |
6
|
SHARED VOTING POWER
|
||
OWNED BY
|
See response to row 5
|
|||
EACH
REPORTING
|
7
|
SOLE DISPOSITIVE POWER
358,339 shares (which includes 13,058 shares issuable upon exercise of warrants), all of which are directly owned by ECP II, except that EM II LLC, the general partner of EM II LP, may be deemed to have sole power to dispose of these shares, and Kingsley, Ungerer, Keith, and DeNino, the members of the executive board of EM II LLC, may be deemed to have shared power to dispose of these shares.
|
||
PERSON
WITH
|
8
|
SHARED DISPOSITIVE POWER
See response to row 7
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
358,339 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)
9.42%
|
|||
12
|
TYPE OF REPORTING PERSON
PN
|
SCHEDULE 13G
|
||
CUSIP No. 18449C 401
|
Page 4 of 15 Pages
|
1
|
NAMES OF REPORTING PERSONS
ECP II Interfund L.P. (“EI II”)
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) o
(b) x
|
||
3
|
SEC USE ONLY
|
|||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER OF
SHARES
|
5
|
SOLE VOTING POWER
13,668 shares (which includes 610 shares issuable upon exercise of warrants), except that EM II LLC, the general partner of EI II, may be deemed to have sole power to vote these shares, and Kingsley, Ungerer, Keith, and DeNino, the members of the executive board of EM II LLC, may be deemed to have shared power to vote these shares.
|
||
BENEFICIALLY
|
6
|
SHARED VOTING POWER
|
||
OWNED BY
|
See response to row 5
|
|||
EACH
REPORTING
|
7
|
SOLE DISPOSITIVE POWER
13,668 shares (which includes 610 shares issuable upon exercise of warrants), except that EM II LLC, the general partner of EI II, may be deemed to have sole power to dispose of these shares, and Kingsley, Ungerer, Keith, and DeNino, the members of the executive board of EM II LLC, may be deemed to have shared power to dispose of these shares.
|
||
PERSON
WITH
|
8
|
SHARED DISPOSITIVE POWER
See response to row 7
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,668 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)
0.36%
|
|||
12
|
TYPE OF REPORTING PERSON
PN
|
SCHEDULE 13G
|
||
CUSIP No. 18449C 401
|
Page 5 of 15 Pages
|
1
|
NAMES OF REPORTING PERSONS
ECP II Management LLC (“EM II LLC”)
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) o
(b) x
|
||
3
|
SEC USE ONLY
|
|||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER OF
SHARES
|
5
|
SOLE VOTING POWER
372,007 shares, of which 358,339 shares (including 13,058 shares issuable upon exercise of warrants) are directly owned by ECP II and 13,668 shares (including 610 shares issuable upon exercise of warrants) are directly owned by EI II. EM II LLC, the general partner of EI II and of EM II LP, which in turn is the general partner of ECP II, may be deemed to have sole power to vote these shares, and Kingsley, Ungerer, Keith and DeNino, the members of the executive board of EM II LLC, may be deemed to have shared power to vote these shares.
|
||
BENEFICIALLY
|
6
|
SHARED VOTING POWER
|
||
OWNED BY
|
See response to row 5
|
|||
EACH
REPORTING
|
7
|
SOLE DISPOSITIVE POWER
372,007 shares, of which 358,339 shares (including 13,058 shares issuable upon exercise of warrants) are directly owned by ECP II and 13,668 shares (including 610 shares issuable upon exercise of warrants) are directly owned by EI II. EM II LLC, the general partner of EI II and of EM II LP, which in turn is the general partner of ECP II, may be deemed to have sole power to dispose of these shares, and Kingsley, Ungerer, Keith and DeNino, the members of the executive board of EM II LLC, may be deemed to have shared power to dispose of these shares.
|
||
PERSON
WITH
|
8
|
SHARED DISPOSITIVE POWER
See response to row 7
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
372,007 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)
9.78%
|
|||
12
|
TYPE OF REPORTING PERSON
OO
|
SCHEDULE 13G
|
||
CUSIP No. 18449C 401
|
Page 6 of 15 Pages
|
1
|
NAMES OF REPORTING PERSONS
Scott B. Ungerer (“Ungerer”)
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) o
(b) x
|
||
3
|
SEC USE ONLY
|
|||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. citizen
|
|||
NUMBER OF
|
5
|
SOLE VOTING POWER
|
||
SHARES
|
0 shares
|
|||
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
372,007 shares, of which 358,339 shares (including 13,058 shares issuable upon exercise of warrants) are directly owned by ECP II and 13,668 shares (including 610 shares issuable upon exercise of warrants) are directly owned by EI II. Ungerer, a member of the executive board of EM II LLC, which is the general partner of EI II LP and of EM II LP, which is the general partner of ECP II, may be deemed to have shared power to vote these shares.
|
||
EACH
REPORTING
|
7
|
SOLE DISPOSITIVE POWER
0 shares
|
||
PERSON
WITH
|
8
|
SHARED DISPOSITIVE POWER
372,007 shares, of which 358,339 shares (including 13,058 shares issuable upon exercise of warrants) are directly owned by ECP II and 13,668 shares (including 610 shares issuable upon exercise of warrants) are directly owned by EI II. Ungerer, a member of the executive board of EM II LLC, which is the general partner of EI II LP and of EM II LP, which is the general partner of ECP II, may be deemed to have shared power to dispose of these shares.
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
372,007 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)
9.78%
|
|||
12
|
TYPE OF REPORTING PERSON
IN
|
SCHEDULE 13G
|
||
CUSIP No. 18449C 401
|
Page 7 of 15 Pages
|
1
|
NAMES OF REPORTING PERSONS
William G. Kingsley (“Kingsley”)
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) o
(b) x
|
||
3
|
SEC USE ONLY
|
|||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. citizen
|
|||
NUMBER OF
|
5
|
SOLE VOTING POWER
|
||
SHARES
|
0 shares
|
|||
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
372,007 shares, of which 358,339 shares (including 13,058 shares issuable upon exercise of warrants) are directly owned by ECP II and 13,668 shares (including 610 shares issuable upon exercise of warrants) are directly owned by EI II. Kingsley, a member of the executive board of EM II LLC, which is the general partner of EI II LP and of EM II LP, which is the general partner of ECP II, may be deemed to have shared power to vote these shares.
|
||
EACH
REPORTING
|
7
|
SOLE DISPOSITIVE POWER
0 shares
|
||
PERSON
WITH
|
8
|
SHARED DISPOSITIVE POWER
372,007 shares, of which 358,339 shares (including 13,058 shares issuable upon exercise of warrants) are directly owned by ECP II and 13,668 shares (including 610 shares issuable upon exercise of warrants) are directly owned by EI II. Kingsley, a member of the executive board of EM II LLC, which is the general partner of EI II LP and of EM II LP, which is the general partner of ECP II, may be deemed to have shared power to dispose of these shares.
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
372,007 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)
9.78%
|
|||
12
|
TYPE OF REPORTING PERSON
IN
|
SCHEDULE 13G
|
||
CUSIP No. 18449C 401
|
Page 8 of 15 Pages
|
1
|
NAMES OF REPORTING PERSONS
Robert E. Keith, Jr. (“Keith”)
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) o
(b) x
|
||
3
|
SEC USE ONLY
|
|||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. citizen
|
|||
NUMBER OF
|
5
|
SOLE VOTING POWER
|
||
SHARES
|
0 shares
|
|||
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
372,007 shares, of which 358,339 shares (including 13,058 shares issuable upon exercise of warrants) are directly owned by ECP II and 13,668 shares (including 610 shares issuable upon exercise of warrants) are directly owned by EI II. Keith, a member of the executive board of EM II LLC, which is the general partner of EI II LP and of EM II LP, which is the general partner of ECP II, may be deemed to have shared power to vote these shares.
|
||
EACH
REPORTING
|
7
|
SOLE DISPOSITIVE POWER
0 shares
|
||
PERSON
WITH
|
8
|
SHARED DISPOSITIVE POWER
372,007 shares, of which 358,339 shares (including 13,058 shares issuable upon exercise of warrants) are directly owned by ECP II and 13,668 shares (including 610 shares issuable upon exercise of warrants) are directly owned by EI II. Keith, a member of the executive board of EM II LLC, which is the general partner of EI II LP and of EM II LP, which is the general partner of ECP II, may be deemed to have shared power to dispose of these shares.
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
372,007 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)
9.78%
|
|||
12
|
TYPE OF REPORTING PERSON
IN
|
SCHEDULE 13G
|
||
CUSIP No. 18449C 401
|
Page 9 of 15 Pages
|
1
|
NAMES OF REPORTING PERSONS
Mark J. DeNino (“DeNino”)
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) o
(b) x
|
||
3
|
SEC USE ONLY
|
|||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. citizen
|
|||
NUMBER OF
|
5
|
SOLE VOTING POWER
|
||
SHARES
|
0 shares
|
|||
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
372,007 shares, of which 358,339 shares (including 13,058 shares issuable upon exercise of warrants) are directly owned by ECP II and 13,668 shares (including 610 shares issuable upon exercise of warrants) are directly owned by EI II. DeNino, a member of the executive board of EM II LLC, which is the general partner of EI II LP and of EM II LP, which is the general partner of ECP II, may be deemed to have shared power to vote these shares.
|
||
EACH
REPORTING
|
7
|
SOLE DISPOSITIVE POWER
0 shares
|
||
PERSON
WITH
|
8
|
SHARED DISPOSITIVE POWER
372,007 shares, of which 358,339 shares (including 13,058 shares issuable upon exercise of warrants) are directly owned by ECP II and 13,668 shares (including 610 shares issuable upon exercise of warrants) are directly owned by EI II. DeNino, a member of the executive board of EM II LLC, which is the general partner of EI II LP and of EM II LP, which is the general partner of ECP II, may be deemed to have shared power to dispose of these shares.
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
372,007 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)
9.78%
|
|||
12
|
TYPE OF REPORTING PERSON
IN
|
SCHEDULE 13G
|
||
CUSIP No. 18449C 401
|
Page 10 of 15 Pages
|
Item 1(a)
|
Name of Issuer:
|
Item 1(b)
|
Address of Issuer’s Principal Executive Offices:
|
Item 2(a)
|
Names of Persons Filing:
|
|
(i)
|
EnerTech Capital Partners II L.P (“ECP II”);
|
|
(ii)
|
ECP II Management L.P (“EM II LP”);
|
|
(iii)
|
ECP II Interfund L.P. (“EI II”);
|
|
(iii)
|
ECP II Management LLC (“EM II LLC”);
|
|
(iv)
|
Scott B. Ungerer (“Ungerer”);
|
|
(v)
|
William G. Kingsley (“Kingsley”);
|
|
(vi)
|
Robert E. Keith (“Keith”); and
|
|
(vii)
|
Mark J. DeNino (“DeNino”).
|
Item 2(b)
|
Address of Principal Business Office or, if None, Residence:
|
Item 2(c)
|
Citizenship:
|
|
(i)
|
ECP II is a Delaware limited partnership;
|
|
(ii)
|
EM II LP is a Delaware limited partnership;
|
|
(iii)
|
EI II is a Delaware limited partnership
|
|
(iv)
|
EM II LLC is a Delaware limited liability company;
|
|
(v)
|
Ungerer is a U.S. citizen;
|
|
(vi)
|
Kingsley is a U.S. citizen;
|
|
(vii)
|
Keith is a U.S. citizen; and
|
|
(viii)
|
DeNino is a U.S. citizen.
|
SCHEDULE 13G
|
||
CUSIP No. 18449C 401
|
Page 11 of 15 Pages
|
Item 2(d)
|
Title of Class of Securities:
|
Item 2(e)
|
CUSIP Number:
|
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:
|
Item 4(a)
|
Amount Beneficially Owned:
|
Item 4(b)
|
Percent of Class:
|
SCHEDULE 13G
|
||
CUSIP No. 18449C 401
|
Page 12 of 15 Pages
|
Item 4(c)
|
Number of shares as to which such person has:
|
ECP II and EM II LP:
|
||
(i)
|
Sole power to vote or direct the vote:
|
358,339
|
(ii)
|
Shared power to vote or to direct the vote:
|
0
|
(iii)
|
Sole power to dispose or to direct the disposition of:
|
358,339
|
(iv)
|
Shared power to dispose or to direct the disposition of:
|
0
|
EI II:
|
||
(i)
|
Sole power to vote or direct the vote:
|
13,668
|
(ii)
|
Shared power to vote or to direct the vote:
|
0
|
(iii)
|
Sole power to dispose or to direct the disposition of:
|
13,668
|
(iv)
|
Shared power to dispose or to direct the disposition of:
|
0
|
EM II LLC and each of the Members:
|
||
(i)
|
Sole power to vote or direct the vote:
|
0
|
(ii)
|
Shared power to vote or to direct the vote:
|
372,007
|
(iii)
|
Sole power to dispose or to direct the disposition of:
|
0
|
(iv)
|
Shared power to dispose or to direct the disposition of:
|
372,007
|
Item 5
|
Ownership of Five Percent or Less of a Class.
|
Item 6
|
Ownership of More than Five Percent on Behalf of Another Person.
|
Item 7
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
|
Item 8
|
Identification and Classification of Members of the Group.
|
SCHEDULE 13G
|
||
CUSIP No. 18449C 401
|
Page 13 of 15 Pages
|
Item 9
|
Notice of Dissolution of Group.
|
Item 10
|
Certification.
|
SCHEDULE 13G
|
||
CUSIP No. 18449C 401
|
Page 14 of 15 Pages
|
Dated: October 22, 2010
|
EnerTech Capital Partners II, L.P.
|
|
By:
|
ECP II Management L.P., its General Partner
|
|
By:
|
ECP II Management LLC, its General Partner
|
|
By:
|
/s/ Colleen Pale, Attorney-in-Fact*
|
|
ECP II Management L.P.
|
||
By:
|
ECP II Management LLC, its General Partner
|
|
By:
|
/s/ Colleen Pale, Attorney-in-Fact*
|
|
ECP II Management LLC
|
||
By:
|
/s/ Colleen Pale, Attorney-in-Fact*
|
|
ECP II Interfund L.P.
|
||
By:
|
ECP II Management LLC, its General Partner
|
|
By:
|
/s/ Colleen Pale, Attorney-in-Fact*
|
|
Scott B. Ungerer
|
||
By:
|
/s/ Colleen Pale, Attorney-in-Fact*
|
|
|
||
William Kingsley
|
||
By:
|
/s/ Colleen Pale, Attorney-in-Fact*
|
|
Robert E. Keith, Jr.
|
||
By:
|
/s/ Pamela Strisofsky, Attorney-in-Fact*
|
|
Mark J. DeNino
|
||
By:
|
/s/ Pamela Strisofsky, Attorney-in-Fact*
|
SCHEDULE 13G
|
||
CUSIP No. 18449C 401
|
Page 15 of 15 Pages
|
Joint Filing Agreement, dated as of October 22, 2010, among the Reporting Persons. Filed herewith.
|
Power of Attorney of the Reporting Persons, dated as of October 19, 2010. Filed herewith.
|