| FORM 4 | 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 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol CLARUS THERAPEUTICS INC [ CRXT ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 04/20/2022 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | 04/20/2022 | S | 1,663,126 | D | $2.53(1) | 773,599 | I | See footnote(2) | ||
| Common Stock | 04/20/2022 | S | 2,061,685 | D | $2.53(1) | 958,989 | I | See footnote(3) | ||
| Common Stock | 04/20/2022 | S | 5,722 | D | $2.53(1) | 2,661 | I | See footnote(4) | ||
| Common Stock | 04/20/2022 | S | 13,630 | D | $2.53(1) | 6,340 | I | See footnote(5) | ||
| Common Stock | 04/20/2022 | S | 1,164 | D | $2.53(1) | 542 | I | See footnote(6) | ||
| Common Stock | 04/20/2022 | S | 7,585 | D | $2.53(1) | 3,528 | I | See footnote(7) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (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: 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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. The prices reported in this column are weighted average prices at a range of prices between $2.20 and $3.03. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges of the prices reported. |
| 2. The reported securities are held directly by Thomas, McNerney & Partners, L.P. ("TMP"). Thomas, McNerney & Partners, LLC ("TMP LLC") is the general partner of TMP and TMPA and has shared voting and dispositive power of the securities held by TMP and TMPA, but disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. James E. Thomas is the sole manager of TMP LLC. Each of the reporting persons disclaims beneficial ownership of the reported securities except to the extent of such person's or entity's pecuniary interest in such securities. |
| 3. The reported securities are held directly by Thomas, McNerney & Partners II, L.P. ("TMP II"). Thomas, McNerney & Partners II, LLC ("TMP II LLC") is the general partner of TMP II and TMPA II and has shared voting and dispositive power of the securities held by TMP II and TMPA II, but disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. James E. Thomas is the sole manager of TMP II LLC. Each of the reporting persons disclaims beneficial ownership of the reported securities except to the extent of such person's or entity's pecuniary interest in such securities. |
| 4. The reported securities are held directly by TMP Nominee, LLC ("TMPN"). James E. Thomas and Peter McNerney are the managers of TMPN and TMPN II and, as a result, may be deemed to have voting and dispositive power over the shares held by TMPN and TMPN II, respectively, provided that they are obligated to exercise such power in the same manner as TMP LLC and TMP II LLC vote and dispose of the securities of the Issuer over which TMP LLC and TMP II LLC exercise voting and dispositive power, respectively. James E. Thomas is the sole manager of TMP LLC and TMP II LLC. Each of the reporting persons disclaims beneficial ownership of the reported securities except to the extent of such person's or entity's pecuniary interest in such securities. |
| 5. The reported securities are held directly by TMP Nominee II, LLC ("TMPN II"). James E. Thomas and Peter McNerney are the managers of TMPN and TMPN II and, as a result, may be deemed to have voting and dispositive power over the shares held by TMPN and TMPN II, respectively, provided that they are obligated to exercise such power in the same manner as TMP LLC and TMP II LLC vote and dispose of the securities of the Issuer over which TMP LLC and TMP II LLC exercise voting and dispositive power, respectively. James E. Thomas is the sole manager of TMP LLC and TMP II LLC. Each of the reporting persons disclaims beneficial ownership of the reported securities except to the extent of such person's or entity's pecuniary interest in such securities. |
| 6. The reported securities are held directly by TMP Associates, L.P. ("TMPA"). TMP LLC is the general partner of TMP and TMPA and has shared voting and dispositive power of the securities held by TMP and TMPA, but disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. James E. Thomas is the sole manager of TMP LLC. Each of the reporting persons disclaims beneficial ownership of the reported securities except to the extent of such person's or entity's pecuniary interest in such securities. |
| 7. The reported securities are held directly by TMP Associates II, L.P. ("TMPA II"). TMP II LLC is the general partner of TMP II and TMPA II and has shared voting and dispositive power of the securities held by TMP II and TMPA II, but disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. James E. Thomas is the sole manager of TMP II LLC. Each of the reporting persons disclaims beneficial ownership of the reported securities except to the extent of such person's or entity's pecuniary interest in such securities. |
| /s/ James E. Thomas, Manager of Thomas, McNerney & Partners, LLC, the general partner of Thomas, McNerney & Partners, L.P. | 04/21/2022 | |
| /s/ James E. Thomas, Manager of TMP Nominee, LLC | 04/21/2022 | |
| /s/ James E. Thomas, Manager of Thomas, McNerney & Partners, LLC, the general partner of TMP Associates, L.P. | 04/21/2022 | |
| /s/ James E. Thomas, Manager of Thomas, McNerney & Partners, LLC | 04/21/2022 | |
| /s/ James E. Thomas, Manager of Thomas, McNerney & Partners II, LLC, the general partner of Thomas, McNerney & Partners II, L.P. | 04/21/2022 | |
| /s/ James E. Thomas, Manager of TMP Nominee II, LLC | 04/21/2022 | |
| /s/ James E. Thomas, Manager of Thomas, McNerney & Partners II, LLC, the general partner of TMP Associates II, L.P. | 04/21/2022 | |
| /s/ James E. Thomas, Manager of Thomas, Manager of McNerney & Partners II, LLC | 04/21/2022 | |
| /s/ James E. Thomas | 04/21/2022 | |
| ** Signature of Reporting Person | Date | |
| 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). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
