Sec Form 4 Filing - KANDERS WARREN B @ Clarus Corp - 2019-01-07

Insider filing report for Changes in Beneficial Ownership
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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
KANDERS WARREN B
2. Issuer Name and Ticker or Trading Symbol
Clarus Corp [ CLAR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Executive Chairman
(Last) (First) (Middle)
C/O KANDERS & COMPANY, INC., ONE LANDMARK SQUARE SUITE 1730
3. Date of Earliest Transaction (MM/DD/YY)
01/07/2019
(Street)
STAMFORD,, CT06901
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 01/07/2019 A 350,000 ( 1 ) ( 2 ) A $ 0 4,625,888 D
Common Stock 2,419,490 I Kanders GMP Holdings, LLC
Common Stock 13,900 I As UTMA custodian for children
Common Stock 124,667 I As UTA trustee for spouse
Common Stock 100,000 I By spouse
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
KANDERS WARREN B
C/O KANDERS & COMPANY, INC.
ONE LANDMARK SQUARE SUITE 1730
STAMFORD,, CT06901
X X Executive Chairman
Signatures
/s/ Warren B. Kanders 01/09/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Comprised of a restricted stock award (the "RSA") granted under the Issuer's 2015 Stock Incentive Plan (the "Plan") consisting of 350,000 restricted shares of the Issuer's common stock, par value $0.0001 per share ("Common Stock").
( 2 )The RSA will vest as follows: (A) on or before January 7, 2024, the Fair Market Value (as defined in the Plan) of the Common Stock must equal or exceed $15.00 per share for twenty consecutive trading days (such 20th day being the "Price Trigger Date"); and (B) once the Price Trigger Date occurs, (i) 116,667 shares of Common Stock shall vest on each of the first and second anniversary of the Price Trigger Date; and (ii) 116,666 shares of Common Stock shall vest on the third anniversary of the Price Trigger Date. In the event that the Reporting Person is not employed by the Issuer on or before the applicable Common Stock vesting date, all unvested shares of Common Stock shall expire and be forfeited. Upon the occurrence of the Price Trigger Date, any subsequent decrease in the Fair Market Value of the Common Stock shall have no impact on the vesting schedule described above.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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