Sec Form 4 Filing - HOFFMAN Robert Thurston Sr @ ClearSign Technologies Corp - 2024-06-24

Insider filing report for Changes in Beneficial Ownership
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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
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
HOFFMAN Robert Thurston Sr
2. Issuer Name and Ticker or Trading Symbol
ClearSign Technologies Corp [ CLIR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
8023 E. 63RD PLACE, SUITE 101
3. Date of Earliest Transaction (MM/DD/YY)
06/24/2024
(Street)
TULSA, OK74133
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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
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 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
HOFFMAN Robert Thurston Sr
8023 E. 63RD PLACE, SUITE 101
TULSA, OK74133
X
clirSPV LLC
119 WARREN AVENUE, 3RD FLOOR
SPRING LAKE, NJ07762
X
GPclirSPV LLC
119 WARREN AVENUE, 3RD FLOOR
SPRING LAKE, NJ07762
X
Princeton Opportunity Management LLC
119 WARREN AVENUE, 3RD FLOOR
SPRING LAKE, NJ07762
X
Signatures
/s/ Robert T. Hoffman, Sr. 06/26/2024
Signature of Reporting Person Date
/s/ Robert T. Hoffman, Sr. (clirSPV LLC) 06/26/2024
Signature of Reporting Person Date
/s/ Robert T. Hoffman, Sr. (GPCLIRSPV LLC) 06/26/2024
Signature of Reporting Person Date
/s/ Robert T. Hoffman, Sr. (PRINCETON OPPORTUNITY MANAGEMENT LLC) 06/26/2024
Signature of Reporting Person Date
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

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