formsc13ga.htm
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO §240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2.
 
(Amendment No. 2)*

Clean Diesel Technologies, Inc.
(Name of Issuer)

Common Stock, par value $0.01 per share
(Title of Class of Securities)

18449C 401
(CUSIP Number)

December 31, 2010
(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
 
o
Rule 13d-1(b)

 
x
Rule 13d-1(c)

 
o
Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 (the "Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 
 
 
SCHEDULE 13G
 
CUSIP No. 18449C 401 Page 2 of 14 Pages
 
1
NAMES OF REPORTING PERSONS
 
Emerald Energy Fund I LP ("EEF I")
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 
(a) o
(b) x
3
SEC USE ONLY
 
  
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Guernsey
  
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0 shares
6
SHARED VOTING POWER
 
344,396 shares
7
SOLE DISPOSITIVE POWER
 
0 shares
8
SHARED DISPOSITIVE POWER
 
344,396 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
344,396 shares
  
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9.1%
  
12
TYPE OF REPORTING PERSON
 
PN
  
 
 
 
 
 
SCHEDULE 13G
 
CUSIP No. 18449C 401 Page 3 of 14 Pages
 
1
NAMES OF REPORTING PERSONS
 
EEF I Management LP ("EEF Management")
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 
 
(a) o
(b) x
3
SEC USE ONLY
 
  
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Quebec, Canada
  
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0 shares
6
SHARED VOTING POWER
 
344,396 shares
7
SOLE DISPOSITIVE POWER
 
0 shares
8
SHARED DISPOSITIVE POWER
 
344,396 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
344,396 shares
  
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9.1%
  
12
TYPE OF REPORTING PERSON
 
PN
  
 
 
 
 
 
SCHEDULE 13G
 
CUSIP No. 18449C 401 Page 4 of 14 Pages
 
1
NAMES OF REPORTING PERSONS
 
Emerald Cleantech Fund I LP ("ECF I")
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 
 
(a) o
(b) x
3
SEC USE ONLY
 
  
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Guernsey
  
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0 shares
6
SHARED VOTING POWER
 
0 shares
7
SOLE DISPOSITIVE POWER
 
0 shares
8
SHARED DISPOSITIVE POWER
 
0 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
0 shares
  
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0 %
  
12
TYPE OF REPORTING PERSON
 
PN
  
 
 
 
 
 
SCHEDULE 13G
 
CUSIP No. 18449C 401 Page 5 of 14 Pages
 
1
NAMES OF REPORTING PERSONS
 
ECF I Management LP ("ECF Management")
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 
 
(a) o
(b) x
3
SEC USE ONLY
 
  
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Quebec, Canada
  
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0 shares
6
SHARED VOTING POWER
 
0 shares
7
SOLE DISPOSITIVE POWER
 
0 shares
8
SHARED DISPOSITIVE POWER
 
0 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
0 shares
  
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0 %
  
12
TYPE OF REPORTING PERSON
 
PN
  
 
 
 
 
 
SCHEDULE 13G
 
CUSIP No. 18449C 401 Page 6 of 14 Pages
 
1
NAMES OF REPORTING PERSONS
 
Emerald Partners I Ltd. ("Emerald Partners")
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a) o
(b) x
3
SEC USE ONLY
 
  
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Guernsey
  
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0 shares
6
SHARED VOTING POWER
 
344,396 shares
7
SOLE DISPOSITIVE POWER
 
0 shares
8
SHARED DISPOSITIVE POWER
 
344,396 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
344,396 shares
  
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9.1%
  
12
TYPE OF REPORTING PERSON
 
CO
  
 
 
 
 
 
SCHEDULE 13G
 
CUSIP No. 18449C 401 Page 7 of 14 Pages
 
1
NAMES OF REPORTING PERSONS
 
Pascal Mahieux  ("Mahieux")
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 
 
(a) o
(b) x
3
SEC USE ONLY
 
  
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Guernsey citizen
  
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0 shares
6
SHARED VOTING POWER
 
344,396 shares
7
SOLE DISPOSITIVE POWER
 
0 shares
8
SHARED DISPOSITIVE POWER
 
344,396 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
344,396 shares
  
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9.1%
  
12
TYPE OF REPORTING PERSON
 
IN
  
 
 
 
 
 
SCHEDULE 13G
 
CUSIP No. 18449C 401 Page 8 of 14 Pages
 
1
NAMES OF REPORTING PERSONS
 
John Bridle  ("Bridle")
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 
 
(a) o
(b) x
3
SEC USE ONLY
 
  
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Guernsey citizen
  
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0 shares
6
SHARED VOTING POWER
 
344,396 shares
7
SOLE DISPOSITIVE POWER
 
0 shares
8
SHARED DISPOSITIVE POWER
 
344,396 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
344,396 shares
  
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9.1%
  
12
TYPE OF REPORTING PERSON
 
IN
  
 
 
 
 
 
SCHEDULE 13G
 
CUSIP No. 18449C 401 Page 9 of 14 Pages
 
1
NAMES OF REPORTING PERSONS
 
Walter Locher ("Locher")
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 
 
(a) o
(b) x
3
SEC USE ONLY
 
  
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
U.S. citizen
  
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0 shares
6
SHARED VOTING POWER
 
344,396 shares
7
SOLE DISPOSITIVE POWER
 
0 shares
8
SHARED DISPOSITIVE POWER
 
344,396 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
344,396 shares
  
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9.1%
  
12
TYPE OF REPORTING PERSON
 
IN
  
 
 
 
 
 
SCHEDULE 13G
 
CUSIP No. 18449C 401 Page 10 of 14 Pages
 
Item 1(a)
Name of Issuer:

Clean Diesel Technologies, Inc., a Delaware corporation ("CDTI" or the "Issuer").

Item 1(b)
Address of Issuer's Principal Executive Offices:

4567 Telephone Road
Suite 206
Ventura, CA 93003

Item 2(a)
Names of Persons Filing:

The Statement is filed on behalf of each of the following persons (collectively, the "Reporting Persons"):

 
(i)
Emerald Energy Fund I LP ("EEF I");
 
(ii)
EEF I Management LP ("EEF Management");
 
(iii)
Emerald Cleantech Fund I LP ("ECF I");
 
(iv)
ECF I Management LP ("ECF Management");
 
(v)
Emerald Partners I Ltd. ("Emerald Partners");
 
(vi)
Pascal Mahieux ("Mahieux");
 
(vii)
John Bridle ("Bridle"); and
 
(viii)
Walter Locher ("Locher").

This statement relates to Common Stock (as defined herein) held for the account of EEF I and ECF I.  EEF Management is the general partner of EEF I, and ECF Management is the general partner of ECF I.  Emerald Partners is the general partner of EEF Management and ECF Management.  Mahieux, Bridle and Locher serve as the sole directors of Emerald Partners (in such capacity, collectively the "Directors").

Item 2(b)
Address of Principal Business Office or, if None, Residence:

The business office of each reporting person is:

P.O. Box 255, Trafalgar Court
Les Banques
St. Peter Port GY1 3QL
Guernsey

Item 2(c)
Citizenship:

 
(i)
EEF I is a Guernsey limited partnership;
 
(ii)
EEF Management is a Quebec, Canada limited partnership;
 
(iii)
ECF I is a Guernsey limited partnership;
 
(iv)
ECF Management is a Quebec, Canada limited partnership;
 
(v)
Emerald Partners is a Guernsey corporation;
 
(vi)
Mahieux is a Guernsey citizen;
 
(vii)
Bridle is a Guernsey citizen; and
 
(viii)
Locher is a U.S. citizen.

 
 
 
 
SCHEDULE 13G
 
CUSIP No. 18449C 401 Page 11 of 14 Pages
 
Item 2(d)
Title of Class of Securities:

Common stock, par value $0.01 per share ("Common Stock").

Item 2(e)
CUSIP Number:

18449C 401

Item 3
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

This Item 3 is not applicable.

Item 4
Ownership:

Item 4(a)
Amount Beneficially Owned:

As of December 31, 2010:

(i)  
EEF I, EEF Management Emerald Partners and each of the Directors may be deemed to be the beneficial owners of 344,396 shares of Common Stock; and

(ii)  
ECF I and ECF Management may be deemed to be the beneficial owners of 0 shares of Common Stock.

All such Common Stock is held directly by EEF I in the amount set forth above.  All of the Reporting Persons other than EEF I disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that such reporting person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

Item 4(b)
Percent of Class:
 
As of December 31, 2010:

(i)  
EEF I, EEF Management,  Emerald Partners and each of the Directors may be deemed to be the beneficial owners of approximately 9.1% of the total number of shares of Common Stock outstanding; and

(ii)  
ECF I and ECF Management may be deemed to be the beneficial owners of 0% of the total number of shares of Common Stock outstanding;

in each case based on the total number of outstanding shares of Common Stock as reported by CDTI in its Quarterly Report on form 10-Q filed with the Securities and Exchange Commission on November 12, 2010.

 
 
 
 
SCHEDULE 13G
 
CUSIP No. 18449C 401 Page 12 of 14 Pages
 
Item 4(c)
Number of shares as to which such person has:

EEF I, EEF Management, Emerald Partners and each of the Directors:
(i)
Sole power to vote or direct the vote:
0
(ii)
Shared power to vote or to direct the vote:
344,396
(iii)
Sole power to dispose or to direct the disposition of:
0
(iv)
Shared power to dispose or to direct the disposition of:
344,396

ECF I and ECF Management:
(i)
Sole power to vote or direct the vote:
0
(ii)
Shared power to vote or to direct the vote:
0
(iii)
Sole power to dispose or to direct the disposition of:
0
(iv)
Shared power to dispose or to direct the disposition of:
0

Item 5
Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following  o

Not applicable.

Item 6
Ownership of More than Five Percent on Behalf of Another Person.

The Directors are the sole directors of Emerald Partners and in such capacity have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities held for the account of EEF I.

Item 7
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not applicable.

Item 8
Identification and Classification of Members of the Group.

Not applicable.

Item 9
Notice of Dissolution of Group.

Not applicable.

Item 10
Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 
 
 
 
SCHEDULE 13G
 
CUSIP No. 18449C 401 Page 13 of 14 Pages
 
SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, the undersigned hereby certifies that the information set forth in this statement is true, complete and correct.

Dated:  February 3, 2011
Emerald Energy Fund I LP
 
By:
EEF I Management LP, its General Partner
 
By:
Emerald Partners I Ltd., its General Partner
 
 
By:
Sean P. McGuinness, Attorney-in-Fact*
     
 
EEF I Management LP
 
By:
Emerald Partners I Ltd., its General Partner
 
 
By:
Sean P. McGuinness, Attorney-in-Fact*
     
 
Emerald Cleantech Fund I LP
 
By:
ECF I Management LP, its General Partner
 
By:
Emerald Partners I Ltd., its General Partner
 
 
By:
Sean P. McGuinness, Attorney-in-Fact*
     
 
ECF I Management LP
 
By:
Emerald Partners I Ltd., its General Partner
 
 
By:
Sean P. McGuinness, Attorney-in-Fact*
     
 
Emerald Partners I Ltd.
 
 
By:
Sean P. McGuinness, Attorney-in-Fact*
     
 
Pascal Mahieux
 
 
By:
Sean P. McGuinness, Attorney-in-Fact*
   
 
John Bridle
 
 
By:
Sean P. McGuinness, Attorney-in-Fact*
   
 
Walter Locher
 
 
By:
Sean P. McGuinness, Attorney-in-Fact*

___________________________

*Signed pursuant to at Power of Attorney included as an Exhibit to the Schedule 13G of which this Exhibit is a part.

 
 
 
 
SCHEDULE 13G
 
CUSIP No. 18449C 401 Page 14 of 14 Pages
 
EXHIBIT INDEX

Joint Filing Agreement, dated as of February 3, 2011, among the Reporting Persons.  Filed herewith.
   
Exhibit 2.
Power of Attorney, dated as of December 3, 2010, of the Reporting Persons.  Filed as Exhibit 2 to the Schedule 13G filed by the Reporting Persons with respect to Clean Diesel Technologies, Inc. on October 25, 2010 and incorporated herein by reference.