Statement of Changes in Beneficial Ownership (4)
May 20 2020 - 4:31PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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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HOFFMAN Robert Thurston Sr |
2. Issuer Name and Ticker or Trading Symbol
ClearSign Technologies Corp
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CLIR
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
12870 INTERURBAN AVENUE SOUTH |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/18/2020 |
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(Street)
SEATTLE, WA 98168
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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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. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
| Option to Purchase Common Stock (1) | $0.54 | 5/18/2020 | | A | | 20000 | | 5/18/2020 | 5/18/2030 | Common Stock | 20000 | $0.00 | 20000 | D | |
| Option to Purchase Common Stock | $0.72 | | | | | | | 4/1/2020 | 4/1/2030 | Common Stock | 20000 | | 20000 | D | |
| Option to Purchase Common Stock | $1.00 | | | | | | | (2) | 4/1/2029 | Common Stock | 86500 | | 86500 | D | |
| Explanation of Responses: |
| (1) | On May 18, 2020 the Compensation Committee of the Issuer's board of directors, in accordance with a compensation policy approved by the board of directors, approved compensation to be paid to the Issuer's non-executive directors for services provided and to be provided to the Issuer during the period from April 1, 2020 to June 30, 2020. The reporting person is a non-executive director. As compensation for their services, each non- executive director was awarded options for shares of common stock having an exercise price of $0.54. The total number of option shares awarded was based on the services provided by the director. These services include Board participation, committee participation, committee chair responsibilities and lead director responsibilities, if any. The award was issued from the Issuer's 2011 Equity Incentive Plan. |
| (2) | The right to exercise the option and purchase the option shares vested in equal increments as follows: the right to purchase 21,625 shares vested on May 9, 2019 and the right to purchase the remaining 64,875 shares vested in equal increments on the last day of each calendar quarter during 2019. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
HOFFMAN Robert Thurston Sr
12870 INTERURBAN AVENUE SOUTH
SEATTLE, WA 98168 | X |
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Signatures
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| /s/ Robert T. Hoffman | | 5/20/2020 |
| **Signature of Reporting Person | Date |
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