Sec Form 4 Filing - Harris Christopher Jay @ CLEAN DIESEL TECHNOLOGIES INC - 2015-12-18

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 Harris Christopher Jay 2. Issuer Name and Ticker or Trading Symbol CLEAN DIESEL TECHNOLOGIES INC [ CDTI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) Former President & COO (Last) (First) (Middle) 1621 FISKE PLACE 3. Date of Earliest Transaction (MM/DD/YY) 12/18/2015 (Street) OXNARD, CA93033 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 12/18/2015 M 6,374 ( 1 ) A $ 0 29,306 D Common Stock 12/18/2015 M 9,221 ( 1 ) A $ 0 38,527 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 Share Units ( 2 ) 12/18/2015 M 6,374 ( 3 ) ( 3 ) Common Stock 6,374 ( 2 ) 0 D Restricted Share Units ( 2 ) 12/18/2015 M 9,221 ( 4 ) ( 4 ) Common Stock 9,221 ( 2 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Harris Christopher Jay 1621 FISKE PLACE OXNARD, CA93033 Former President & COO Signatures /s/ Alfred Palomino, Attorney-in-Fact 12/22/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares of Common Stock acquired upon settlement of Restricted Share Units (RSUs) granted on March 20, 2013 and March 13, 2014, pursuant to the Clean Diesel Technologies, Inc. (CDTI) Stock Incentive Plan and accelerated on December 11, 2015 pursuant to a Separation Agreement and Release, the settlement of which was delayed until December 18, 2015. ( 2 )Each RSU represents a contingent right to receive one share of CDTI's common stock. ( 3 )RSUs vest as to 1/3 on each the first, second and third anniversaries of the grant date. Issuance will occur on vest date subject to compliance with Issuer's Insider Trading Policy and all applicable requirements of federal, state or foreign law with respect to such securities. RSUs that have not vested at the time of the reporting person's termination of service, for any or no reason other than death, will be forfeited. ( 4 )RSUs vest as to 4,610 shares on March 20, 2015; 4,611 shares on March 20, 2016; and 4,610 shares on March 20, 2017. Issuance to occur as soon as practicable following the date of vesting and subject to compliance with Issuer's Insider Trading Policy, but in all cases within two and one-half months following the end of the Issuer's tax year that includes the date such RSUs vest. RSUs that have not vested at the time of the reporting person's termination of service, for any or no reason other than death or change in control, will be forfeited.

Remarks: Exhibit 24 Power of Attorney

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