Sec Form 4 Filing - H.I.G. Ventures - Clarus, LLC @ Clarus Therapeutics Holdings, Inc. - 2021-09-09

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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
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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1. Name and Address of Reporting Person
H.I.G. Ventures - Clarus, LLC
2. Issuer Name and Ticker or Trading Symbol
Clarus Therapeutics Holdings, Inc. [ CRXT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O H.I.G. CAPITAL, 1450 BRICKELL AVE.,, SUITE 3100
3. Date of Earliest Transaction (MM/DD/YY)
09/09/2021
(Street)
MIAMI, FL33131
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 09/09/2021 A( 1 ) 490,531 A $ 0 490,531 I See Footnote ( 2 )
Common Stock 09/09/2021 A( 1 ) 2,731,094 A $ 0 2,731,094 I See Footnote ( 3 )
Common Stock 09/09/2021 A( 1 ) 2,470,756 A $ 0 2,470,756 I See Footnote ( 4 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
H.I.G. Ventures - Clarus, LLC
C/O H.I.G. CAPITAL, 1450 BRICKELL AVE.,
SUITE 3100
MIAMI, FL33131
X
H.I.G. Bio-Clarus II, L.P.
C/O H.I.G. CAPITAL, 1450 BRICKELL AVE.,
SUITE 3100
MIAMI, FL33131
X
H.I.G. Bio-Clarus I, L.P.
C/O H.I.G. CAPITAL, 1450 BRICKELL AVE.,
SUITE 3100
MIAMI, FL33131
X
H.I.G.-GPII, Inc.
C/O H.I.G. CAPITAL, 1450 BRICKELL AVE.,
SUITE 3100
MIAMI, FL33131
X
TAMER ANTHONY
C/O H.I.G. CAPITAL, 1450 BRICKELL AVE.,
SUITE 3100
MIAMI, FL33131
X
MNAYMNEH SAMI
C/O H.I.G. CAPITAL, 1450 BRICKELL AVE.,
SUITE 3100
MIAMI, FL33131
X
Signatures
H.I.G. Ventures - Clarus LLC By: H.I.G.-GP II, Inc., its manager By: /s/ Richard Siegel _Title: Authorized Signatory 10/04/2021
Signature of Reporting Person Date
H.I.G. Bio - Clarus II, L.P. By: H.I.G.-GP II, Inc., its general partner By: /s/ Richard Siegel _Title: Authorized Signatory 10/04/2021
Signature of Reporting Person Date
H.I.G. Bio - Clarus I, L.P. By: H.I.G.-GP II, Inc., its general partner By: /s/ Richard Siegel Title: Authorized Signatory 10/04/2021
Signature of Reporting Person Date
H.I.G.-GP II, Inc. By: /s/ Richard Siegel Title: Authorized Signatory 10/04/2021
Signature of Reporting Person Date
By: /s/ Anthony Tamer 10/04/2021
Signature of Reporting Person Date
By: /s/ Sami Mnaymneh 10/04/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Received pursuant to the Agreement and Plan of Merger, dated as of April 27, 2021 by and among Blue Water Acquisition Corp. (n/k/a Clarus Therapeutics Holdings, Inc.) (the "Issuer"), Blue Water Merger Sub Corp. and Clarus Therapeutics, Inc. ("Legacy Clarus") (the "Merger Agreement") pursuant to which, through a merger, Legacy Clarus became a direct, wholly-owned subsidiary of the Issuer.
( 2 )The shares reported are held of record by H.I.G. Bio -- Clarus I, L.P ("Clarus I"). H.I.G.-GPII, Inc. ("H.I.G. GP") is the general partner of Clarus I and has sole voting and investment control over the shares owned by Clarus I. Anthony Tamer and Sami Mnaymneh are the sole shareholders of H.I.G. GP and may be deemed to share beneficial ownership of the shares held by Clarus I. Each of Mr. Tamer and Mr. Mnaymneh disclaims beneficial ownership of the shares reported herein except to the extent of their pecuniary interest, if any.
( 3 )The shares reported are held of record by H.I.G. Ventures - Clarus, LLC ("H.I.G. Ventures"). H.I.G. GP is the manager of H.I.G. Ventures and has sole voting and investment control over the shares owned by H.I.G. Ventures. Mr. Tamer and Mr. Mnaymneh are the sole shareholders of H.I.G. GP and may be deemed to share beneficial ownership of the shares held by H.I.G. Ventures. Each of Mr. Tamer and Mr. Mnaymneh disclaims beneficial ownership of the shares reported herein except to the extent of their pecuniary interest, if any.
( 4 )The shares reported are held of record by H.I.G. Bio -- Clarus II, L.P ("Clarus II"). H.I.G. GP is the general partner of Clarus II and has sole voting and investment control over the shares owned by Clarus II. Mr. Tamer and Mr. Mnaymneh are the sole shareholders of H.I.G. GP and may be deemed to share beneficial ownership of the shares held by Clarus II. Each of Mr. Tamer and Mr. Mnaymneh disclaims beneficial ownership of the shares reported herein except to the extent of their pecuniary interest, if any.

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