Large owner Hoffman Robert Thurston Sr bought $3,048,500 worth of shares (3,350,000 units at $0.91) (SEC Form 4)
$CLIR
Industrial Machinery/Components
Industrials
| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
ClearSign Technologies Corp [ CLIR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/24/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 06/24/2024 | P | 3,350,000(1) | A | $0.91 | 9,539,857 | I | See Footnote(2) | ||
| Common Stock | 110,519 | I | IRA(3) | |||||||
| Common Stock | 237,464(4) | D | ||||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Redeemable Warrants to Purchase Common Stock | (5) | 06/24/2024 | P | 7,039,500(1) | (5) | (5) | Common Stock | 7,039,500 | $0.01 | 7,039,500 | I | See Footnote(2) | |||
| Pre-Funded Warrants to Purchase Common Stock | (6) | 06/24/2024 | P | 1,343,000(1) | (6) | (6) | Common Stock | 1,343,000 | $0.9099 | 1,343,000 | I | See Footnote(2) | |||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. The securities reported herein were issued to clirSPV LLC ("clirSPV") pursuant to a Securities Purchase Agreement, dated as of June 24, 2024, as amended on June 26, 2024 (as amended, the "Purchase Agreement"), by and among the Issuer and clirSPV, in connection with its participation right to purchase unregistered securities of the Issuer to maintain a 19.99% ownership percentage of the Issuer's outstanding shares of common stock on terms and conditions no different than those offered to other purchasers. Pursuant to the Purchase Agreement, the Issuer issued clirSPV an aggregate of (i) 3,350,000 shares of common stock, (ii) redeemable warrants to purchase up to 7,039,500 shares of common stock and (iii) pre-funded warrants to purchase up to 1,343,000 shares of common stock. |
| 2. Mr. Hoffman is the managing member of GPclirSPV LLC which is the managing member of clirSPV, the owner of the shares of common stock. Mr. Hoffman disclaims beneficial ownership of these shares except to the extent of his pecuniary interest in clirSPV. Mr. Hoffman has direct ownership of none of the shares of common stock purchased and a total direct beneficial ownership of 237,464 shares of common stock. clirSPV has direct ownership of 3,350,000 shares of common stock purchased and total direct beneficial ownership of 9,539,857 shares of common stock. GPclirSPV LLC has no direct ownership of the shares purchased and total indirect beneficial ownership of 9,539,857 shares of common stock. Princeton Opportunity Management LLC has no direct ownership of shares purchased and total indirect beneficial ownership of 9,539,857 shares of common stock. |
| 3. Includes 110,519 shares of common stock held in an individual retirement arrangement ("IRA"). |
| 4. This total reflects the effect of other transactions that have occurred since the date of Mr. Hoffman's last Form 4, including vesting of restricted stock units previously issued to Mr. Hoffman as compensation for his services as a former member of the Issuer's board of directors. |
| 5. The redeemable warrants are exercisable by clirSPV at any time on or after six (6) months after the date of the Purchase Agreement, or December 24, 2024, until June 24, 2029 at an exercise price per share equal to $1.05, subject to a 19.99% beneficial ownership blocker. |
| 6. The pre-funded warrants are exercisable by clirSPV at any time on or after the date of the Purchase Agreement, or June 24, 2024, until fully exercised at an exercise price per share equal to $0.0001, subject to a 19.99% beneficial ownership blocker. The pre-funded warrants have no expiration date |
| /s/ Robert T. Hoffman, Sr. | 06/26/2024 | |
| /s/ Robert T. Hoffman, Sr. (clirSPV LLC) | 06/26/2024 | |
| /s/ Robert T. Hoffman, Sr. (GPCLIRSPV LLC) | 06/26/2024 | |
| /s/ Robert T. Hoffman, Sr. (PRINCETON OPPORTUNITY MANAGEMENT LLC) | 06/26/2024 | |
| ** 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). | ||
| 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. | ||