4//SEC Filing
HOFFMAN Robert Thurston Sr 4
Accession 0001104659-24-075270
CIK 0001434524other
Filed
Jun 25, 8:00 PM ET
Accepted
Jun 26, 8:04 PM ET
Size
19.0 KB
Accession
0001104659-24-075270
Insider Transaction Report
Form 4
HOFFMAN Robert Thurston Sr
Director10% Owner
Transactions
- Purchase
Redeemable Warrants to Purchase Common Stock
2024-06-24$0.01/sh+7,039,500$70,395→ 7,039,500 total(indirect: See Footnote)→ Common Stock (7,039,500 underlying) - Purchase
Common Stock
2024-06-24$0.91/sh+3,350,000$3,048,500→ 9,539,857 total(indirect: See Footnote) - Purchase
Pre-Funded Warrants to Purchase Common Stock
2024-06-24$0.91/sh+1,343,000$1,221,996→ 1,343,000 total(indirect: See Footnote)→ Common Stock (1,343,000 underlying)
Holdings
- 237,464
Common Stock
- 110,519(indirect: By IRA)
Common Stock
clirSPV LLC
10% Owner
Transactions
- Purchase
Common Stock
2024-06-24$0.91/sh+3,350,000$3,048,500→ 9,539,857 total(indirect: See Footnote) - Purchase
Pre-Funded Warrants to Purchase Common Stock
2024-06-24$0.91/sh+1,343,000$1,221,996→ 1,343,000 total(indirect: See Footnote)→ Common Stock (1,343,000 underlying) - Purchase
Redeemable Warrants to Purchase Common Stock
2024-06-24$0.01/sh+7,039,500$70,395→ 7,039,500 total(indirect: See Footnote)→ Common Stock (7,039,500 underlying)
Holdings
- 110,519(indirect: By IRA)
Common Stock
- 237,464
Common Stock
GPclirSPV LLC
10% Owner
Transactions
- Purchase
Redeemable Warrants to Purchase Common Stock
2024-06-24$0.01/sh+7,039,500$70,395→ 7,039,500 total(indirect: See Footnote)→ Common Stock (7,039,500 underlying) - Purchase
Pre-Funded Warrants to Purchase Common Stock
2024-06-24$0.91/sh+1,343,000$1,221,996→ 1,343,000 total(indirect: See Footnote)→ Common Stock (1,343,000 underlying) - Purchase
Common Stock
2024-06-24$0.91/sh+3,350,000$3,048,500→ 9,539,857 total(indirect: See Footnote)
Holdings
- 110,519(indirect: By IRA)
Common Stock
- 237,464
Common Stock
Princeton Opportunity Management LLC
10% Owner
Transactions
- Purchase
Redeemable Warrants to Purchase Common Stock
2024-06-24$0.01/sh+7,039,500$70,395→ 7,039,500 total(indirect: See Footnote)→ Common Stock (7,039,500 underlying) - Purchase
Common Stock
2024-06-24$0.91/sh+3,350,000$3,048,500→ 9,539,857 total(indirect: See Footnote) - Purchase
Pre-Funded Warrants to Purchase Common Stock
2024-06-24$0.91/sh+1,343,000$1,221,996→ 1,343,000 total(indirect: See Footnote)→ Common Stock (1,343,000 underlying)
Holdings
- 110,519(indirect: By IRA)
Common Stock
- 237,464
Common Stock
Footnotes (6)
- [F1]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.
- [F2]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.
- [F3]Includes 110,519 shares of common stock held in an individual retirement arrangement ("IRA").
- [F4]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.
- [F5]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.
- [F6]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
Documents
Issuer
ClearSign Technologies Corp
CIK 0001434524
Entity typeother
Related Parties
1- filerCIK 0001748409
Filing Metadata
- Form type
- 4
- Filed
- Jun 25, 8:00 PM ET
- Accepted
- Jun 26, 8:04 PM ET
- Size
- 19.0 KB