Initial Statement of Beneficial Ownership (3)
August 06 2018 - 6:47PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
Estimated average burden
hours per response...
0.5
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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
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GPclirSPV LLC
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2. Date of Event Requiring Statement (MM/DD/YYYY)
7/20/2018
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3. Issuer Name
and
Ticker or Trading Symbol
CLEARSIGN COMBUSTION CORP [CLIR]
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(Last)
(First)
(Middle)
119 WARREN AVENUE, 3RD FLOOR
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4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director
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X
___ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Street)
SPRING LAKE, NJ 07762
(City)
(State)
(Zip)
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5. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4)
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2. Amount of Securities Beneficially Owned
(Instr. 4)
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3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
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4. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Common Stock
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5213543
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I
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See footnotes
(1)
(2)
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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 Derivate Security
(Instr. 4)
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2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
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6. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Contractual Right to Purchase Common Stock
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7/20/2018
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2/1/2019
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Contractual Right to Purchase Common Stock
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478854
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$4.00
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I
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See footnotes
(1)
(2)
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Explanation of Responses:
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(1)
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clirSPV LLC ("clirSPV") is the record holder of the securities reported herein. GPclirSPV LLC ("GPclirSPV") is the Manager of clirSPV. Princeton Opportunity Management LLC ("Princeton Opportunity Management") has an Investment Management Agreement for clirSPV.
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(2)
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Robert T. Hoffman is the Managing Member of GPclirSPV and Princeton Opportunity Management and shares the power to vote and dispose of the securities beneficially owned by clirSPV. As such, each of GPclirSPV, Princeton Opportunity Management and Robert T. Hoffman Sr. may be deemed to have or share beneficial ownership of the Common Stock or Contractual Rights to Purchase Common Stock held directly by clirSPV. Each such entity other than clirSPV disclaims any such beneficial ownership in the Common Stock or Contractual Rights to Purchase Common Stock except to the extent of their pecuniary interest therein.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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GPclirSPV LLC
119 WARREN AVENUE
3RD FLOOR
SPRING LAKE, NJ 07762
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X
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Princeton Opportunity Management LLC
119 WARREN AVENUE
3RD FLOOR
SPRING LAKE, NJ 07762
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X
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Signatures
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GPclirSPV LLC, By: /s/ Robert T. Hoffman Sr, Managing Member
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8/6/2018
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**
Signature of Reporting Person
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Date
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Princeton Opportunity Management LLC, By: /s/ Robert T. Hoffman Sr., Managing Member
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8/6/2018
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 5(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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