Statement of Changes of Beneficial Ownership

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 OF SECURITIES
                                                                                  
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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(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

ELLIS ALEXANDER III 		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
(Last)          (First)          (Middle)

C/O ROCKPORT CAPITAL PARTNERS, LP, 160 FEDERAL STREET, 18TH FLOOR 		3. Date of Earliest Transaction (MM/DD/YYYY)

7/5/2011
(Street)

BOSTON, MA 02110
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   7/5/2011     S    72800   (1) D $3.75   329895   D   (2)  
Common Stock, par value $0.01 per share   7/5/2011     S    7200   (1) D $3.75   322695   D   (3)  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 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

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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
ELLIS ALEXANDER III
C/O ROCKPORT CAPITAL PARTNERS, LP
160 FEDERAL STREET, 18TH FLOOR
BOSTON, MA 02110 		X

Member of 13(d) group
RockPort Capital Partners, L.P.
160 FEDERAL STREET, 18TH FLOOR
BOSTON, MA 02110


Member of 13(d) group
ROCKPORT CAPITAL I LLC
160 FEDERAL STREET, 18TH FLOOR
BOSTON, MA 02110


Member of 13(d) group
RP Co-Investment Fund I, L.P.
160 FEDERAL STREET, 18TH FLOOR
BOSTON, MA 02110


Member of 13(d) group
RP Co-Investment Fund I GP, LLC
160 FEDERAL STREET, 18TH FLOOR
BOSTON, MA 02110


Member of 13(d) group
James Janet Burrows
160 FEDERAL STREET, 18TH FLOOR
BOSTON, MA 02110


Member of 13(d) group
JAMES WILLIAM E
160 FEDERAL STREET, 18TH FLOOR
BOSTON, MA 02110


Member of 13(d) group
MCDERMOTT CHARLES J
160 FEDERAL STREET, 18TH FLOOR
BOSTON, MA 02110


Member of 13(d) group
Prend David J
160 FEDERAL STREET, 18TH FLOOR
BOSTON, MA 02110


Member of 13(d) group
Wilson Stoddard Moran
160 FEDERAL STREET, 18TH FLOOR
BOSTON, MA 02110


Member of 13(d) group

Signatures
ALEXANDER ELLIS III, By: /s/ Alexander Ellis III 7/15/2011
** Signature of Reporting Person Date

ROCKPORT CAPITAL PARTNERS, LP, By: Rockport Capital I LLC, General Partner, By: /s/ Janet B. James Name: Janet B. James Title: Managing Member 7/15/2011
** Signature of Reporting Person Date

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 7/15/2011
** Signature of Reporting Person Date

ROCKPORT CAPITAL I LLC, By: /s/ Janet B. James Name: Janet B. James Title: Managing Member 7/15/2011
** Signature of Reporting Person Date

RP CO-INVESTMENT FUND I GP, LLC, By: /s/ Janet B. James Name: Janet B. James Title: Managing Member 7/15/2011
** Signature of Reporting Person Date

JANET B. JAMES, By: /s/ Janet B. James 7/15/2011
** Signature of Reporting Person Date

WILLIAM E. JAMES, By: /s/ William E. James 7/15/2011
** Signature of Reporting Person Date

CHARLES J. MCDERMOTT, By: /s/ Charles J. McDermott 7/15/2011
** Signature of Reporting Person Date

DAVID J. PREND, By: /s/ David J. Prend 7/15/2011
** Signature of Reporting Person Date

STODDARD M. WILSON, By: /s/ Stoddard M. Wilson 7/15/2011
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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