New insider Pasquesi John M claimed ownership of 8,434,774 shares (SEC Form 3)
$CLIR
Industrial Machinery/Components
Industrials
| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 02/14/2025 |
3. Issuer Name and Ticker or Trading Symbol
ClearSign Technologies Corp [ CLIR ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock | 8,434,774 | I | By Otter Capital LLC(1) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Warrant to Purchase Common Stock | 02/14/2025 | 06/24/2029 | Common Stock(2) | 6,633,315 | $1.05 | I | By Otter Capital LLC(1) |
| Explanation of Responses: |
| 1. The reporting person is the managing member of Otter Capital LLC. |
| 2. Each warrant entitles the holder to purchase one share of the issuer's common stock at an exercise price of $1.05 from the date of issuance through February 14, 2030. The issuer may redeem the warrants upon 30 days' advance notice if the closing price of the issuer's common stock equals or exceeds $2.275 for any 20 business days within a 30 consecutive business-day period, provided that such warrants may only be redeemed if there is an effective registration statement covering the resale of the warrant shares. The warrants are not exercisable to the extent that the exercise thereof would cause Otter Capital LLC and its affiliates to beneficially own greater than 19.99% of the outstanding shares of common stock of the issuer immediately after giving effect to the exercise (the "Beneficial Ownership Limitation"). As a result of the Beneficial Ownership Limitation, warrants to purchase up to 2,555,000 shares of the issuer's common stock are exercisable as of February 14, 2025. |
| John Pasquesi | 04/08/2025 | |
| ** 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 5 (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. | ||