4/A//SEC Filing
Hernandez Joseph 4/A
Accession 0001213900-21-049546
CIK 0001817944other
Filed
Sep 22, 8:00 PM ET
Accepted
Sep 23, 4:10 PM ET
Size
15.2 KB
Accession
0001213900-21-049546
Insider Transaction Report
Form 4/AAmended
Blue Water Sponsor LLC
10% Owner
Transactions
- Exercise/Conversion
Class B Common Stock
2021-09-09−1,437,500→ 0 total(indirect: See footnote)→ Common Stock (1,437,500 underlying) - Other
Common Stock
2021-09-09−135,000→ 1,302,500 total(indirect: see footnote) - Exercise/Conversion
Common Stock
2021-09-09+1,437,500→ 1,437,500 total(indirect: see footnote) - Award
Warrant
2021-09-09$1.00/sh+3,445,000$3,445,000→ 3,445,000 total(indirect: See footnote)Exercise: $11.50From: 2021-09-09Exp: 2026-09-09→ Common Stock (3,445,000 underlying)
Hernandez Joseph
Director
Transactions
- Exercise/Conversion
Common Stock
2021-09-09+1,437,500→ 1,437,500 total(indirect: see footnote) - Exercise/Conversion
Class B Common Stock
2021-09-09−1,437,500→ 0 total(indirect: See footnote)→ Common Stock (1,437,500 underlying) - Other
Common Stock
2021-09-09−135,000→ 1,302,500 total(indirect: see footnote) - Award
Warrant
2021-09-09$1.00/sh+3,445,000$3,445,000→ 3,445,000 total(indirect: See footnote)Exercise: $11.50From: 2021-09-09Exp: 2026-09-09→ Common Stock (3,445,000 underlying)
Footnotes (5)
- [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.
Documents
Issuer
Clarus Therapeutics Holdings, Inc.
CIK 0001817944
Entity typeother
Related Parties
1- filerCIK 0001598384
Filing Metadata
- Form type
- 4/A
- Filed
- Sep 22, 8:00 PM ET
- Accepted
- Sep 23, 4:10 PM ET
- Size
- 15.2 KB