Joseph Hernandez - 09 Sep 2021 Form 4 Insider Report for CLARUS THERAPEUTICS INC (CRXT)

Reporting relationship: Director, Former 10% owner
Issuer ticker: CRXT
Reported as of: 09 Sep 2021
Net transaction value: +$3,445,000
SEC form: 4
Accepted by SEC: 13 Sep 2021, 19:29:02 UTC
Prior SEC filing: 10 Aug 2021
Next SEC filing: 14 Dec 2021
Source filing: View source filing
Reporting owner signature: /s/ Joseph Hernandez

Key filing fact

Joseph Hernandez filed Form 4 for CLARUS THERAPEUTICS INC (CRXT) on 13 Sep 2021.

Key facts

This page summarizes Joseph Hernandez's Form 4 filing for CLARUS THERAPEUTICS INC (CRXT).
4 reported transactions and 2 derivative rows are listed below.
Accepted by SEC: 13 Sep 2021, 19:29.

Change

Previous filing in this sequence was filed on 10 Aug 2021.
Current net transaction value: +$3,445,000.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

CRXT transaction

Common Stock

Options Exercise

Transaction value: $0
Shares: +1,437,500
Change %
Price: $0.000000
Shares after: 1,437,500
Date: 09 Sep 2021
Ownership: see footnote
Footnotes: F1, F4

CRXT transaction

Common Stock

Other

Transaction value: $0
Shares: -135,000
Change %: -9.4%
Price: $0.000000
Shares after: 1,302,500
Date: 09 Sep 2021
Ownership: see footnote
Footnotes: F3, F4

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

CRXT transaction Derivative

Class B Common Stock

Options Exercise

Transaction value: $0
Shares: -1,437,500
Change %: -100%
Price: $0.000000^*
Shares after: 0
Date: 09 Sep 2021
Ownership: See footnote
Underlying class: Common Stock
Underlying amount: 1,437,500
Exercise price
Footnotes: F1, F2, F4

CRXT transaction Derivative

Warrant

Award

Transaction value: $3,445,000
Shares: +3,445,000
Change %
Price: $1.00
Shares after: 3,445,000
Date: 09 Sep 2021
Ownership: See footnote
Underlying class: Common Stock
Underlying amount: 3,445,000
Exercise price: $11.50
Footnotes: F2, F4, F5

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 5 footnotes

Footnote 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.

Footnote 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.

Footnote 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.

Footnote 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.

Footnote 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.