JOHN M. PASQUESI - 14 Feb 2025 Form 3 Insider Report for ClearSign Technologies Corp (CLIR)

Role: 10%+ Owner
Signature: John Pasquesi
Issuer symbol: CLIR
Transactions as of: 14 Feb 2025
Transactions value $: $0
Form type: 3
Filing time: 09 Apr 2025, 16:30:08 UTC
Previous filing: 13 May 2024
Next filing: 09 May 2025
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	CLIR	Common Stock						8,434,774	14 Feb 2025	By Otter Capital LLC	F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	CLIR	Warrant to Purchase Common Stock							14 Feb 2025	Common Stock	6,633,315	$1.05	By Otter Capital LLC	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The reporting person is the managing member of Otter Capital LLC.
F2	Each warrant entitles the holder to purchase one share of the issuer's common stock at an exercise price of $1.05 from the date of issuance through February 14, 2030. The issuer may redeem the warrants upon 30 days' advance notice if the closing price of the issuer's common stock equals or exceeds $2.275 for any 20 business days within a 30 consecutive business-day period, provided that such warrants may only be redeemed if there is an effective registration statement covering the resale of the warrant shares. The warrants are not exercisable to the extent that the exercise thereof would cause Otter Capital LLC and its affiliates to beneficially own greater than 19.99% of the outstanding shares of common stock of the issuer immediately after giving effect to the exercise (the "Beneficial Ownership Limitation"). As a result of the Beneficial Ownership Limitation, warrants to purchase up to 2,555,000 shares of the issuer's common stock are exercisable as of February 14, 2025.

Content

The reporting person is the managing member of Otter Capital LLC.

Each warrant entitles the holder to purchase one share of the issuer's common stock at an exercise price of $1.05 from the date of issuance through February 14, 2030. The issuer may redeem the warrants upon 30 days' advance notice if the closing price of the issuer's common stock equals or exceeds $2.275 for any 20 business days within a 30 consecutive business-day period, provided that such warrants may only be redeemed if there is an effective registration statement covering the resale of the warrant shares. The warrants are not exercisable to the extent that the exercise thereof would cause Otter Capital LLC and its affiliates to beneficially own greater than 19.99% of the outstanding shares of common stock of the issuer immediately after giving effect to the exercise (the "Beneficial Ownership Limitation"). As a result of the Beneficial Ownership Limitation, warrants to purchase up to 2,555,000 shares of the issuer's common stock are exercisable as of February 14, 2025.