Joseph Hernandez - Sep 9, 2021 Form 4 Insider Report for CLARUS THERAPEUTICS INC (CRXT)

Role
Director, Former 10% owner
Signature
/s/ Joseph Hernandez
Stock symbol
CRXT
Transactions as of
Sep 9, 2021
Transactions value $
$3,445,000
Form type
4
Date filed
9/13/2021, 07:29 PM
Previous filing
Aug 10, 2021
Next filing
Dec 14, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CRXT Common Stock Options Exercise $0 +1.44M $0.00 1.44M Sep 9, 2021 see footnote F1, F4
transaction CRXT Common Stock Other $0 -135K -9.39% $0.00 1.3M Sep 9, 2021 see footnote F3, F4

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
transaction CRXT Class B Common Stock Options Exercise $0 -1.44M -100% $0.00* 0 Sep 9, 2021 Common Stock 1.44M See footnote F1, F2, F4
transaction CRXT Warrant Award $3.45M +3.45M $1.00 3.45M Sep 9, 2021 Common Stock 3.45M $11.50 See footnote F2, F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 As described in the registrant's registration statement on Form S-1 (File No. 333-248569) under the heading "Description of Securities - Founder Shares," the shares of Class B common stock were automatically converted into shares of Class A common stock at the time of the registrant's initial business combination on a one-for-one basis, and have no expiration date.
F2 As described in the registrant's registration statement on Form S-4 (File No. 333-256116) and the second amended and restated certificate of incorporation of the registrant, which took effect in connection with the closing of the registrant's business combination with Clarus Therapeutics, Inc., a Delaware corporation ("Clarus"), on September 9, 2021, all Class A common stock of the registrant was redesignated as common stock, par value $0.0001 per share.
F3 Represents the transfer of an aggregate of 135,000 shares of common stock held by Blue Water Sponsor LLC (the "Sponsor") to certain noteholders of Clarus, pursuant to that certain share allocation agreement, dated as of September 1, 2021, entered by and among Clarus, the registrant, the Sponsor, certain noteholders and equityholders of Clarus.
F4 Mr. Joseph Hernandez, a director and former chief executive officer of the registrant, is the managing member of the Sponsor. Accordingly, Mr. Hernandez may be deemed to have beneficial ownership of such shares. Mr. Hernandez disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.
F5 The Sponsor acquired these warrants for a purchase price of $1.00 per warrant in connection with the initial public offering of the registrant. The warrants could only become eligible for exercise upon consummation of the registrant's initial business combination. Since the exercise of the warrants was contingent upon the closing of the business combination, these warrants were not reported at the time of acquisition. The acquisition is being reported now in connection with the consummation of the registrant's initial business combination.