Sec Form 4 Filing - Breese Robert Craig @ CLEAN DIESEL TECHNOLOGIES INC - 2013-03-19

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 Breese Robert Craig 2. Issuer Name and Ticker or Trading Symbol CLEAN DIESEL TECHNOLOGIES INC [ CDTI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) C/O CLEAN DIESEL TECHNOLOGIES, INC., 4567 TELEPHONE ROAD, SUITE 100 3. Date of Earliest Transaction (MM/DD/YY) 03/19/2013 (Street) VENTURA, CA93003 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 03/19/2013 M 16,490 A $ 0 ( 1 ) 16,490 D Common Stock 03/20/2013 S( 2 ) 6,244 D $ 2.1914 ( 3 ) 10,246 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 ( 4 ) 03/19/2013 M 16,490 ( 5 ) ( 5 ) Common Stock 16,490 $ 0 ( 4 ) 42,402 D Restricted Share Units ( 4 ) 03/20/2013 A 106,241 ( 6 ) ( 6 ) Common Stock 106,241 $ 0 ( 4 ) 106,241 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Breese Robert Craig C/O CLEAN DIESEL TECHNOLOGIES, INC. 4567 TELEPHONE ROAD, SUITE 100 VENTURA, CA93003 X Chief Executive Officer Signatures /s/Kristi Cushing for Robert Craig Breese 03/20/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares of Common Stock acquired upon settlement of Restricted Share Units (RSUs) granted March 8, 2012 pursuant to New Employee Inducement Award. ( 2 )Shares were sold to cover the reporting person's tax obligation in connection with the vesting of RSUs and conversion into shares of Common Stock. ( 3 )The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $2.18 to $2.21, inclusive. The reporting person undertakes to provide CDTI, any security holder of CDTI or the staff of the Securities and Exchange Commission upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote to this Form 4. ( 4 )Each RSU represents a contingent right to receive one share of CDTI common stock. ( 5 )RSUs vest as to 28% on March 8, 2013 and 9% quarterly thereafter, beginning June 20, 2013. RSUs will be paid to the Participant (or in the event of the Participant's death, to his or her estate) as soon as practicable following the date of vesting, but in all cases within two and one-half (2 1/2) 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, will be forfeited. ( 6 )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.

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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