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*
Hernandez Joseph

(Last) (First) (Middle)
15 E. PUTNAM AVENUE, SUITE 363

(Street)
GREENWICH CT 06830

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CLARUS THERAPEUTICS INC [ CRXT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) X Other (specify below)
Former 10% owner
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 M(1) 1,437,500 A $0 1,437,500 I see footnote(4)
Common Stock 09/09/2021 J(3) 135,000 D $0 1,302,500 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
Class B Common Stock (1) 09/09/2021 M 1,437,500 (1) (1) Common Stock(2) 1,437,500 $0 0 I See footnote(4)
Warrant $11.5 09/09/2021 A(5) 3,445,000 09/09/2021 09/09/2026 Common Stock(2) 3,445,000 $1 3,445,000 I See footnote(4)
1. Name and Address of Reporting Person*
Hernandez Joseph

(Last) (First) (Middle)
15 E. PUTNAM AVENUE, SUITE 363

(Street)
GREENWICH CT 06830

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
Officer (give title below) X Other (specify below)
Former 10% owner
1. Name and Address of Reporting Person*
Blue Water Sponsor LLC

(Last) (First) (Middle)
15 E. PUTNAM AVENUE, SUITE 363

(Street)
GREENWICH CT 06830

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
Former 10% owner
Explanation of Responses:
1. 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.
2. 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.
3. 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.
4. 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.
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 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.
/s/ Joseph Hernandez 09/13/2021
/s/ Joseph Hernandez, as the Managing Member of Blue Water Sponsor LLC 09/13/2021
** 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).
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