Sec Form 4 Filing - Hernandez Joseph @ Clarus Therapeutics Holdings, Inc. - 2022-04-25

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 Hernandez Joseph 2. Issuer Name and Ticker or Trading Symbol Clarus Therapeutics Holdings, Inc. [ CRXT] 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) 15 E. PUTNAM AVENUE, SUITE 363 3. Date of Earliest Transaction (MM/DD/YY) 04/25/2022 (Street) GREENWICH, CT06830 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (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 04/25/2022 J( 1 ) 65,000 D $ 0 1,237,500 I see footnote( 2 ) Common Stock 04/25/2022 J( 3 ) 1,237,500 A $ 0 1,241,344( 4 ) D( 3 )( 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 Warrants $ 11.5 04/25/2022 A( 3 ) 3,445,000 09/09/2021 09/09/2026 Common Stock( 5 ) 3,445,000 $ 1 3,445,000 D( 5 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Hernandez Joseph 15 E. PUTNAM AVENUE, SUITE 363 GREENWICH, CT06830 X Signatures /s/ Joseph Hernandez 04/27/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents the transfer of an aggregate of 65,000 shares of common stock held by Blue Water Sponsor LLC (the "Sponsor") to certain affiliates of the Sponsor pursuant to certain share transfer agreements by and between the Sponsor and each transferee. ( 2 )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. ( 3 )Represents the transfer of an aggregate of 1,237,500 shares of common stock and 3,445,000 warrants held by the Sponsor to Mr. Hernandez, pursuant to that certain share transfer agreement entered by and between the Sponsor and Mr. Hernandez. Mr. Hernandez will be the holder of record of these securities after the transfer. ( 4 )Represents shares of common stock held directly by Mr. Hernandez, including (1) 1,237,500 shares of common stock transferred from the Sponsor and (2) 3,844 shares of common stock underlying the Restricted Stock Unit granted to Mr. Hernandez under the Issuer's 2021 Stock Option and Incentive Plan (the "2021 Plan") on 12/12/2021, which vests in equal annual installments over three years from the date of grant subject to the Reporting Person having a service relationship as of each such vesting date. ( 5 )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 became eligible for exercise upon consummation of the registrant's initial business combination on September 9, 2021. Each whole warrant is exercisable to purchase one share of the registrant's common stock at an exercise price of $11.50.

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).

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