Sec Form 3 Filing - PASQUESI JOHN M @ ClearSign Technologies Corp - 2025-02-14

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
PASQUESI JOHN M
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)
C/O OTTER CAPITAL LLC, PO BOX 620067
3. Date of Earliest Transaction (MM/DD/YY)
02/14/2025
(Street)
WOODSIDE, CA94062
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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 8,434,774 I By Otter Capital LLC ( 1 )
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
Warrant to Purchase Common Stock $ 1.05 02/14/2025 06/24/2029 Common Stock ( 2 ) 6,633,315 I By Otter Capital LLC ( 1 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
PASQUESI JOHN M
C/O OTTER CAPITAL LLC
PO BOX 620067
WOODSIDE, CA94062
X
Signatures
John Pasquesi 04/08/2025
Signature of Reporting Person Date
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.

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 4(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).

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