ClearSign Technologies (CLIR) Form 4 ClearSign Technologies / Robert Thurston HOFFMAN Sr ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

HOFFMAN Robert Thurston Sr

(Last) (First) (Middle)

8023 E. 63RD PLACE, SUITE 101

(Street)

TULSA OK 74133

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ClearSign Technologies Corp [ CLIR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/03/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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 Units	(1)	01/03/2023		A		37,278		(2)	(2)	Common Stock	37,278	$0.00	37,278	D
Restricted Stock Units	(3)							(2)	(2)	Common Stock	20,946		20,946	D
Restricted Stock Units	(4)							(2)	(2)	Common Stock	15,873		15,873	D
Restricted Stock Units	(5)							(2)	(2)	Common Stock	12,121		12,121	D
Restricted Stock Units	(6)							(2)	(2)	Common Stock	13,888		13,888	D
Restricted Stock Units	(7)							(2)	(2)	Common Stock	12,500		12,500	D
Restricted Stock Units	(8)							(2)	(2)	Common Stock	6,896		6,896	D
Restricted Stock Units	(9)							(2)	(2)	Common Stock	6,896		6,896	D
Option to Purchase Common Stock	$3.97							04/01/2021	01/21/2031	Common Stock	20,000		20,000	D
Option to Purchase Common Stock	$2.38							11/19/2020	11/18/2030	Common Stock	20,000		20,000	D
Option to Purchase Common Stock	$2.3							08/18/2020	08/17/2030	Common Stock	20,000		20,000	D
Option to Purchase Common Stock	$0.54							05/19/2020	05/19/2030	Common Stock	20,000		20,000	D
Option to Purchase Common Stock	$0.72							04/01/2020	04/01/2030	Common Stock	20,000		20,000	D
Option to Purchase Common Stock	$1							(10)	04/01/2029	Common Stock	86,500		86,500	D

Explanation of Responses:

1. As compensation for services as a non-executive director during the quarter ending March 31, 2023, the reporting person was granted restricted stock units ("RSUs") under the ClearSign Technologies Corporation 2021 Equity Incentive Plan and each RSU represents a right to receive one share of common stock or the cash equivalent thereof.

2. The RSUs will vest upon the first to occur of: (1) a Change in Control (as defined in the applicable RSU award agreement), (2) the reporting person's Disability (as defined in the applicable RSU award agreement); (3) the reporting peron's death; or (4) the reporting person's separation from service.

3. As compensation for services as a non-executive director during the quarter ended December 31, 2022, the reporting person was granted RSUs under the ClearSign Technologies Corporation 2021 Equity Incentive Plan and each RSU represents a right to receive one share of common stock or the cash equivalent thereof.

4. As compensation for services as a non-executive director during the quarter ended September 30, 2022, the reporting person was granted RSUs under the ClearSign Technologies Corporation 2021 Equity Incentive Plan and each RSU represents a right to receive one share of common stock or the cash equivalent thereof.

5. As compensation for services as a non-executive director during the quarter ended June 30, 2022, the reporting person was granted RSUs under the ClearSign Technologies Corporation 2021 Equity Incentive Plan and each RSU represents a right to receive one share of common stock or the cash equivalent thereof.

6. As compensation for services as a non-executive director during the quarter ended March 31, 2022, the reporting person was granted RSUs under the ClearSign Technologies Corporation 2021 Equity Incentive Plan and each RSU represents a right to receive one share of common stock or the cash equivalent thereof.

7. As compensation for services as a non-executive director during the quarter ended December 31, 2021, the reporting person was granted RSUs under the ClearSign Technologies Corporation 2021 Equity Incentive Plan and each RSU represents a right to receive one share of common stock or the cash equivalent thereof.

8. As compensation for services as a non-executive director during the quarter ended September 30, 2021, the reporting person was granted RSUs under the ClearSign Technologies Corporation 2021 Equity Incentive Plan and each RSU represents a right to receive one share of common stock or the cash equivalent thereof.

9. As compensation for services as a non-executive director during the quarter ended June 30, 2021, the reporting person was granted RSUs under the ClearSign Technologies Corporation 2021 Equity Incentive Plan and each RSU represents a right to receive one share of common stock or the cash equivalent thereof.

10. The right to exercise the option and purchase the option shares vested in equal increments as follows: the right to purchase 21,625 shares vested on May 9, 2019 and the right to purchase the remaining 64,875 shares vested in equal increments on the last day of each calendar quarter during 2019.

	/s/ Robert T. Hoffman	01/04/2023
	** Signature of Reporting Person	Date
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.