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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).
	Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person* ELLIS ALEXANDER III (Last) (First) (Middle) C/O ROCKPORT CAPITAL PARTNERS, LP 160 FEDERAL STREET, 18TH FLOOR (Street) BOSTON MA 02110 (City) (State) (Zip)	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 Officer (give title below) X Other (specify below) Member of 13(d) group
	3. Date of Earliest Transaction (Month/Day/Year) 07/05/2011
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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, par value $0.01 per share	07/05/2011		S		72,800(1)	D	$3.75	329,895	D(2)
Common Stock, par value $0.01 per share	07/05/2011		S		7,200(1)	D	$3.75	322,695	D(3)

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

1. Name and Address of Reporting Person* ELLIS ALEXANDER III (Last) (First) (Middle) C/O ROCKPORT CAPITAL PARTNERS, LP 160 FEDERAL STREET, 18TH FLOOR (Street) BOSTON MA 02110 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director 10% Owner Officer (give title below) X Other (specify below) Member of 13(d) group

1. Name and Address of Reporting Person* RockPort Capital Partners, L.P. (Last) (First) (Middle) 160 FEDERAL STREET, 18TH FLOOR (Street) BOSTON MA 02110 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Member of 13(d) group

1. Name and Address of Reporting Person* ROCKPORT CAPITAL I LLC (Last) (First) (Middle) 160 FEDERAL STREET, 18TH FLOOR (Street) BOSTON MA 02110 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Member of 13(d) group

1. Name and Address of Reporting Person* RP Co-Investment Fund I, L.P. (Last) (First) (Middle) 160 FEDERAL STREET, 18TH FLOOR (Street) BOSTON MA 02110 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Member of 13(d) group

1. Name and Address of Reporting Person* RP Co-Investment Fund I GP, LLC (Last) (First) (Middle) 160 FEDERAL STREET, 18TH FLOOR (Street) BOSTON MA 02110 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Member of 13(d) group

1. Name and Address of Reporting Person* James Janet Burrows (Last) (First) (Middle) 160 FEDERAL STREET, 18TH FLOOR (Street) BOSTON MA 02110 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Member of 13(d) group

1. Name and Address of Reporting Person* JAMES WILLIAM E (Last) (First) (Middle) 160 FEDERAL STREET, 18TH FLOOR (Street) BOSTON MA 02110 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Member of 13(d) group

1. Name and Address of Reporting Person* MCDERMOTT CHARLES J (Last) (First) (Middle) 160 FEDERAL STREET, 18TH FLOOR (Street) BOSTON MA 02110 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Member of 13(d) group

1. Name and Address of Reporting Person* Prend David J (Last) (First) (Middle) 160 FEDERAL STREET, 18TH FLOOR (Street) BOSTON MA 02110 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Member of 13(d) group

1. Name and Address of Reporting Person* Wilson Stoddard Moran (Last) (First) (Middle) 160 FEDERAL STREET, 18TH FLOOR (Street) BOSTON MA 02110 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Member of 13(d) group

Explanation of Responses:

1. This filing is being made as the result of the disposition of securities of Clean Diesel Technologies, Inc. by RockPort Capital Partners, L.P. and RP Co-Investment Fund I, L.P. in a public offering that closed on July 5, 2011.

2. Such securities are held directly by RockPort Capital Partners, L.P., and may be deemed to be beneficially owned by RockPort Capital I LLC, the general partner of RockPort Capital Partners, L.P, and by Alexander Ellis III, Janet B. James, William E. James, Charles J. McDermott, David J. Prend and Stoddard M. Wilson, who are the managing members of RockPort Capital I LLC. All such persons other than RockPort Capital Partners, L.P. disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that such reporting person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

3. Such securities are held directly by RP Co-Investment Fund I, L.P., and may be deemed to be beneficially owned by RP Co-Investment Fund I GP, LLC, the general partner of RP Co-Investment Fund I, L.P., and by Alexander Ellis III, Janet B. James, William E. James, Charles J. McDermott, David J. Prend and Stoddard M. Wilson, who are the managing members of RP Co-Investment Fund I GP, LLC. All such persons other than RP Co-Investment Fund I, L.P. disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that such reporting person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

	ALEXANDER ELLIS III, By: /s/ Alexander Ellis III	07/15/2011
	ROCKPORT CAPITAL PARTNERS, LP, By: Rockport Capital I LLC, General Partner, By: /s/ Janet B. James Name: Janet B. James Title: Managing Member	07/15/2011
	RP CO-INVESTMENT FUND I, L.P., By: RP Co-Investment Fund I GP, LLC, By: /s/ Janet B. James Name: Janet B. James Title: Managing Member	07/15/2011
	ROCKPORT CAPITAL I LLC, By: /s/ Janet B. James Name: Janet B. James Title: Managing Member	07/15/2011
	RP CO-INVESTMENT FUND I GP, LLC, By: /s/ Janet B. James Name: Janet B. James Title: Managing Member	07/15/2011
	JANET B. JAMES, By: /s/ Janet B. James	07/15/2011
	WILLIAM E. JAMES, By: /s/ William E. James	07/15/2011
	CHARLES J. MCDERMOTT, By: /s/ Charles J. McDermott	07/15/2011
	DAVID J. PREND, By: /s/ David J. Prend	07/15/2011
	STODDARD M. WILSON, By: /s/ Stoddard M. Wilson	07/15/2011
	** 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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