ClearSign Technologies (CLIR) Form 4 CLEARSIGN COMBUSTION / JOSEPH COLANNINO 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

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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^*

COLANNINO JOSEPH

(Last) (First) (Middle)

12870 INTERURBAN AVENUE SOUTH

(Street)

SEATTLE WA 98168

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CLEARSIGN COMBUSTION CORP [ CLIR ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Senior VP of Engineering

3. Date of Earliest Transaction (Month/Day/Year)
01/25/2017

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
Common Stock/CLIR								9,837	D
Common Stock/CLIR	01/25/2017		X		5,155	A	$4(1)	30,930	I	By IRA
Common Stock/CLIR	01/25/2017		X		5,000	A	$4(2)	35,930	I	By IRA

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
Subscription Rights (Right to Purchase)	$4	12/27/2016		X			1,967	12/27/2016	01/13/2017	See Footnote(1)	1,967	$0	0(3)	D
Subscription Rights (Right to Purchase)	$4	12/27/2016		X			5,155	12/27/2016	01/13/2017	See Footnote(1)	5,155	$0	0	I	By IRA
Warrant to Purchase Common Stock	$4	01/25/2017		X		5,155		01/25/2017	01/25/2019	Common Stock(4)	5,155	(1)	5,155	I	By IRA
Warrant to Purchase Common Stock	$4	01/25/2017		X		5,000		01/25/2017	01/25/2019	Common Stock(4)	5,000	(2)	10,155	I	By IRA

Explanation of Responses:

1. The common stock and the warrants were acquired pursuant to the exercise of subscription rights (the "Rights Offering") previously distributed by the Issuer to all holders of the Issuer's common stock. Each holder received 0.2 subscription rights per share of stock owned, and each right allowed the recipient to purchase one unit, consisting of one share of common stock and one warrant to purchase one share of common stock. The subscription price per unit was $4.00.

2. The common stock and the warrants were acquired pursuant to a best efforts public offering through the Issuer's placement agent of all units remainingfollowing the expiration of the subscription period under the Rights Offering. Each unit consisted of one share of common stock and one warrant to purchase one share of common stock. The subscription price per unit was $4.00.

3. These Subscription Rights expired without exercise.

4. Each warrant entitles the holder to purchase one share of the Company's common stock at an exercise price of $4.00 from the date of issuance through January 25, 2019.

	/s/ Joseph Colannino	01/26/2017
	** 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).
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