Clarus Therapeutics (CRXTQ) Form 4 Clarus Therapeutics / ANTHONY TAMER ownership change

SEC Form 4

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^*

H.I.G. Ventures - Clarus, LLC

(Last) (First) (Middle)

C/O H.I.G. CAPITAL, 1450 BRICKELL AVE.,

SUITE 3100

(Street)

MIAMI FL 33131

(City) (State) (Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
09/09/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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	09/09/2021		A(1)		490,531	A	$0.00	490,531	I	See Footnote(2)
Common Stock	09/09/2021		A(1)		2,731,094	A	$0.00	2,731,094	I	See Footnote(3)
Common Stock	09/09/2021		A(1)		2,470,756	A	$0.00	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 (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^*

H.I.G. Ventures - Clarus, LLC

(Last) (First) (Middle)

C/O H.I.G. CAPITAL, 1450 BRICKELL AVE.,

SUITE 3100

(Street)

MIAMI FL 33131

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

H.I.G. Bio-Clarus II, L.P.

(Last) (First) (Middle)

C/O H.I.G. CAPITAL, 1450 BRICKELL AVE.,

SUITE 3100

(Street)

MIAMI FL 33131

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

H.I.G. Bio-Clarus I, L.P.

(Last) (First) (Middle)

C/O H.I.G. CAPITAL, 1450 BRICKELL AVE.,

SUITE 3100

(Street)

MIAMI FL 33131

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

H.I.G.-GPII, Inc.

(Last) (First) (Middle)

C/O H.I.G. CAPITAL, 1450 BRICKELL AVE.,

SUITE 3100

(Street)

MIAMI FL 33131

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

TAMER ANTHONY

(Last) (First) (Middle)

C/O H.I.G. CAPITAL, 1450 BRICKELL AVE.,

SUITE 3100

(Street)

MIAMI FL 33131

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

MNAYMNEH SAMI

(Last) (First) (Middle)

C/O H.I.G. CAPITAL, 1450 BRICKELL AVE.,

SUITE 3100

(Street)

MIAMI FL 33131

(City) (State) (Zip)

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.

	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
	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
	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
	H.I.G.-GP II, Inc. By: /s/ Richard Siegel Title: Authorized Signatory	10/04/2021
	By: /s/ Anthony Tamer	10/04/2021
	By: /s/ Sami Mnaymneh	10/04/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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