UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
| 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, 2011 |
(Date of event which requires filing of this statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ 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 the disclosures provided in a prior cover page. |
The information required in 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 (“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/A
| CUSIP No. 18449C 401 | Page 1 of 6 Pages |
| (1) |
Names of reporting persons
John A. Kanis | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
| |||||
| (3) | SEC use only
| |||||
| (4) | Citizenship or place of organization
British | |||||
| Number of shares beneficially owned by each reporting person with: |
(5) | Sole voting power
3,467 shares | ||||
| (6) | Shared voting power
395,255 shares (a) | |||||
| (7) | Sole dispositive power
3,467 shares | |||||
| (8) | Shared dispositive power
395,255 shares (a) | |||||
| (9) |
Aggregate amount beneficially owned by each reporting person
398,722 shares (a) | |||||
| (10) |
Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
| (11) |
Percent of class represented by amount in Row (9)
5.4% | |||||
| (12) |
Type of reporting person (see instructions)
IN | |||||
| (a) | Includes 395,255 shares beneficially owned by Kanis S.A. John A. Kanis is the sole stockholder of Kanis S.A. and controls the voting and investment decisions of Kanis S.A., accordingly, John A. Kanis may be deemed to beneficially own all shares of common stock beneficially owned by Kanis S.A. |
SCHEDULE 13G/A
| CUSIP No. 18449C 401 | Page 2 of 6 Pages |
| (1) |
Names of reporting persons
Kanis S.A. | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
| |||||
| (3) | SEC use only
| |||||
| (4) | Citizenship or place of organization
British Virgin Islands | |||||
| Number of shares beneficially owned by each reporting person with: |
(5) | Sole voting power
0 shares | ||||
| (6) | Shared voting power
395,255 shares (a) | |||||
| (7) | Sole dispositive power
0 shares | |||||
| (8) | Shared dispositive power
395,255 shares (a) | |||||
| (9) |
Aggregate amount beneficially owned by each reporting person
395,255 shares (a) | |||||
| (10) |
Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
| (11) |
Percent of class represented by amount in Row (9)
5.4% | |||||
| (12) |
Type of reporting person (see instructions)
CO | |||||
| (a) | Includes warrants to acquire 128,707 shares of common stock. Does not include warrants to acquire 25,000 shares of common stock that are not currently exercisable. John A. Kanis is the sole stockholder of Kanis S.A. and controls the voting and investment decisions of Kanis S.A., accordingly, John A. Kanis may be deemed to share beneficial ownership of all shares of common stock beneficially owned by Kanis S.A. |
SCHEDULE 13G/A
| CUSIP No. 18449C 401 | Page 3 of 6 Pages |
| Item 1(a). | Name of Issuer: |
Clean Diesel Technologies, Inc.
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
4567 Telephone Road, Suite 100, Ventura, CA 93003.
| Item 2(a). | Name of Person Filing: |
John A. Kanis
Kanis S.A.
| Item 2(b). | Address of Principal Business Office or, if none, Residence: |
For John A. Kanis: Rue de la Vallee 41, B-1000, Brussels, Belgium
For Kanis S.A.: 82 Z Portland Place, London W1B 1NS, England.
| Item 2(c). | Citizenship: |
John A. Kanis is a British Citizen.
Kanis S.A. is a British Virgin Islands Corporation
| Item 2(d). | Title of Class of Securities: |
Common Stock, par value $0.01 per share
| Item 2(e). | CUSIP Number: |
18449C 401
| Item 3. | Filing Pursuant to Rule 13d-1(b), or 13d-2(b) or (c): |
Not Applicable
SCHEDULE 13G/A
| CUSIP No. 18449C 401 | Page 4 of 6 Pages |
| Item 4. | Ownership: |
For John A. Kanis:
| (a) | Amount beneficially owned: 398,722 (a) shares |
| (b) | Percent of class: 5.4% |
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote 3,467 |
| (ii) | Shared power to vote or to direct the vote 395,255 (a) |
| (iii) | Sole power to dispose or to direct the disposition of 3,467 |
| (iv) | Shared power to dispose or to direct the disposition of 395,255 (a) |
| (a) | Includes 395,255 shares beneficially owned by Kanis S.A. John A. Kanis is the sole stockholder of Kanis S.A. and controls the voting and investment decisions of Kanis S.A., accordingly, John A. Kanis may be deemed to beneficially own all shares of common stock beneficially owned by Kanis S.A. |
For Kanis S.A.:
| (a) | Amount beneficially owned: 395,255 (a) shares |
| (b) | Percent of class: 5.4% |
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote 0 |
| (ii) | Shared power to vote or to direct the vote 395,255 (a) |
| (iii) | Sole power to dispose or to direct the disposition of 0 |
| (iv) | Shared power to dispose or to direct the disposition of 395,255 (a) |
| (a) | Includes warrants to acquire 128,707 shares of common stock. Does not include warrants to acquire 25,000 shares of common stock that are not currently exercisable. John A. Kanis is the sole stockholder of Kanis S.A. and controls the voting and investment decisions of Kanis S.A., accordingly, John A. Kanis may be deemed to share beneficial ownership of all shares of common stock beneficially owned by Kanis S.A. |
| 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 beneficial owner of more than five percent of the class of securities, check the following ¨.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not Applicable
SCHEDULE 13G/A
| CUSIP No. 18449C 401 | Page 5 of 6 Pages |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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/A
| CUSIP No. 18449C 401 | Page 6 of 6 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.
| February 10, 2012 |
John A. Kanis | |||||
| /s/ John A. Kanis | ||||||
| Kanis S.A. | ||||||
| By | /s/ John A. Kanis | |||||
| Name: John A. Kanis | ||||||
| Title: Sole Stockholder | ||||||