Ownership Submission
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

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(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
CHERRY BERNARD H
   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) _____ Other (specify below)
(Last)
(First)
(Middle)
1621 FISKE PLACE		 3. Date of Earliest Transaction (Month/Day/Year)
12/18/2015
(Street)

OXNARD, CA 93033		 4. If Amendment, Date 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
(City)
(State)
(Zip)
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 12/18/2015   M   7,537 (1) A $ 0 44,185 (2) D  

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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 Underlying Securities
(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
Restricted Share Units (3) 12/18/2015   M     7,537   (4)   (4) Common Stock 7,537 $ 0 (3) 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
CHERRY BERNARD H
1621 FISKE PLACE
OXNARD, CA 93033		   X      

Signatures

 /s/ Alfred Palomino, Attorney-in-Fact   12/22/2015
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Shares of Common Stock acquired upon settlement of Restricted Share Units (RSUs) granted May 20, 2015 pursuant to the Clean Diesel Technologies, Inc. (CDTI) Stock Incentive Plan.
(2) The total holdings include 7,538 shares underlying restricted stock units and share equivalent units that were previously reported in Table II.
(3) Each RSU represents a contingent right to receive one share of CDTI's common stock.
(4) RSU vests as to 50% on November 20, 2015, settlement of which was delayed until December 18, 2015, and 50% on the earlier of 1) May 20, 2016, or 2) immediately prior to the commencement of the CDTI's 2016 annual meeting of stockholders, in each case as long as the reporting person has continuously remained a director of, or consultant to, CDTI through such date. Issuance to occur as soon as practicable following the date of vesting, or as otherwise determined by the Compensation and Nominating Committee and subject to compliance with CDTI's Insider Trading Policy, but in all cases within two and one-half months following the end of CDTI's tax year that includes the date such RSUs vest.
 
Remarks:
Exhibit 24 Power of Attorney

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