Sec Form 4 Filing - Hinds Brent @ ClearSign Technologies Corp - 2024-02-22

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
Hinds Brent
2. Issuer Name and Ticker or Trading Symbol
ClearSign Technologies Corp [ CLIR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Financial Officer
(Last) (First) (Middle)
8023 E. 63RD PLACE, SUITE 101
3. Date of Earliest Transaction (MM/DD/YY)
02/22/2024
(Street)
TULSA, OK74133
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 02/22/2024 A 45,075 ( 1 ) A $ 0 88,951 D
Common Stock 02/22/2024 F 16,520 ( 2 ) D $ 1.06 72,431 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
Restricted Stock Unit ( 3 ) 02/22/2024 A 7,547 ( 4 ) ( 4 ) Common Stock 7,547 $ 0 7,547 D
Restricted Stock Unit ( 5 ) 02/22/2024 A 2,627 ( 6 ) ( 6 ) Common Stock 2,627 $ 0 2,627 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Hinds Brent
8023 E. 63RD PLACE, SUITE 101
TULSA, OK74133
Chief Financial Officer
Signatures
/s/ Brent Hinds 02/26/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents a one-time bonus grant to the reporting person for services as an executive officer for the year ended December 31, 2023. The number of shares awarded is based on the closing price of the Company's common stock on February 22, 2024 of $1.06.
( 2 )Represents the payment of the reporting person's tax liability by withholding shares incident to the receipt of the Company's common stock issued on February 22, 2024 based on the closing price of the Company's common stock on February 22, 2024 of $1.06.
( 3 )Represents a one-time bonus restricted stock unit ("RSUs") grant to reporting person for services as an executive officer for the year ended December 31, 2023, and each RSU represents a right to receive one share of common stock or the cash equivalent thereof.
( 4 )The RSUs granted on February 22, 2024 vest in three equal installments commencing on the first anniversary of the grant date.
( 5 )Represents a one-time bonus performance-based RSU ("PRSUs") grant to the reporting person, and each PRSU represents a right to receive one share of common stock or the cash equivalent thereof.
( 6 )The PRSUs granted on February 22, 2024 will fully vest upon the achievement of certain performance targets established by the Company's compensation committee of the board of directors for the year ending December 31, 2024. If the reporting person does not achieve the established performance targets, which will be measured over the year ending December 31, 2024, the PRSUs will not vest and will be forfeited.

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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