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Name | Symbol | Market | Type |
---|---|---|---|
Blue Water Acquisition Corporation | NASDAQ:BLUWU | NASDAQ | Trust |
Price Change | % Change | Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 10.35 | 5.01 | 10.80 | 0 | 01:00:00 |
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Clarus Therapeutics Holdings, Inc.
(Name of Issuer)
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
18271L 107
(CUSIP Number)
James E. Thomas
Thomas, McNerney & Partners
12527 Central Ave. NE #297
Minneapolis, MN 55434
(203) 978-2010
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
April 20, 2022
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent.
* | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 18271L 107 Names of Reporting Persons. James E. Thomas Check the Appropriate Box
if a Member of a Group (See Instructions) (a) ☐ (b) ☒ SEC Use Only Source of Funds (See
Instructions) AF Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐ Citizenship or Place of
Organization United States of
America Number of Shares Beneficially Owned by Each Reporting Person With Sole Voting Power 0 Shared Voting Power 45,659 Sole Dispositive Power 0 Shared Dispositive Power 45,659 Aggregate Amount Beneficially Owned by Each Reporting Person 45,659 Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) ☐ Percent of Class
Represented by Amount in Row (11) 0.2% Type of Reporting Person
(See Instructions) IN
CUSIP No. 18271L 107 Names of Reporting Persons. Thomas, McNerney & Partners, LLC Check the Appropriate Box
if a Member of a Group (See Instructions) (a) ☐ (b) ☒ SEC Use Only Source of Funds (See
Instructions) AF Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐ Citizenship or Place of
Organization Delaware Number of Shares Beneficially Owned by Each Reporting Person With Sole Voting Power 0 Shared Voting Power 20,249 Sole Dispositive Power 0 Shared Dispositive Power 20,249 Aggregate Amount Beneficially Owned by Each Reporting Person 20,249 Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) ☐ Percent of Class
Represented by Amount in Row (11) 0.1% Type of Reporting Person
(See Instructions) OO
CUSIP No. 18271L 107 Names of Reporting Persons. Thomas, McNerney & Partners II, LLC Check the Appropriate Box
if a Member of a Group (See Instructions) (a) ☐ (b) ☒ SEC Use Only Source of Funds (See
Instructions) AF Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐ Citizenship or Place of
Organization Delaware Number of Shares Beneficially Owned by Each Reporting Person With Sole Voting Power 0 Shared Voting Power 25,175 Sole Dispositive Power 0 Shared Dispositive Power 25,175 Aggregate Amount Beneficially Owned by Each Reporting Person 25,175 Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) ☐ Percent of Class
Represented by Amount in Row (11) 0.1% Type of Reporting Person
(See Instructions) OO
CUSIP No. 18271L 107 Names of Reporting Persons. Thomas, McNerney & Partners, L.P. Check the Appropriate Box
if a Member of a Group (See Instructions) (a) ☐ (b) ☒ SEC Use Only Source of Funds (See
Instructions) WC Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐ Citizenship or Place of
Organization Delaware Number of Shares Beneficially Owned by Each Reporting Person With Sole Voting Power 0 Shared Voting Power 20,234 Sole Dispositive Power 0 Shared Dispositive Power 20,234 Aggregate Amount Beneficially Owned by Each Reporting Person 20,234 Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) ☐ Percent of Class
Represented by Amount in Row (11) 0.1% Type of Reporting Person
(See Instructions) PN
CUSIP No. 18271L 107 Names of Reporting Persons. Thomas, McNerney & Partners II, L.P. Check the Appropriate Box
if a Member of a Group (See Instructions) (a) ☐ (b) ☒ SEC Use Only Source of Funds (See
Instructions) WC Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐ Citizenship or Place of
Organization Delaware Number of Shares Beneficially Owned by Each Reporting Person With Sole Voting Power 0 Shared Voting Power 25,083 Sole Dispositive Power 0 Shared Dispositive Power 25,083 Aggregate Amount Beneficially Owned by Each Reporting Person 25,083 Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) ☐ Percent of Class
Represented by Amount in Row (11) 0.1% Type of Reporting Person
(See Instructions) PN
CUSIP No. 18271L 107 Names of Reporting Persons. TMP Nominee, LLC Check the Appropriate Box
if a Member of a Group (See Instructions) (a) ☐ (b) ☒ SEC Use Only Source of Funds (See
Instructions) WC Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐ Citizenship or Place of
Organization Delaware Number of Shares Beneficially Owned by Each Reporting Person With Sole Voting Power 0 Shared Voting Power 69 Sole Dispositive Power 0 Shared Dispositive Power 69 Aggregate Amount Beneficially Owned by Each Reporting Person 69 Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) ☐ Percent of Class
Represented by Amount in Row (11) <0.1% Type of Reporting Person
(See Instructions) OO
CUSIP No. 18271L 107 Names of Reporting Persons. TMP Nominee II, LLC Check the Appropriate Box
if a Member of a Group (See Instructions) (a) ☐ (b) ☒ SEC Use Only Source of Funds (See
Instructions) WC Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐ Citizenship or Place of
Organization Delaware Number of Shares Beneficially Owned by Each Reporting Person With Sole Voting Power 0 Shared Voting Power 166 Sole Dispositive Power 0 Shared Dispositive Power 166 Aggregate Amount Beneficially Owned by Each Reporting Person 166 Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) ☐ Percent of Class
Represented by Amount in Row (11) <0.1% Type of Reporting Person
(See Instructions) OO
CUSIP No. 18271L 107 Names of Reporting Persons. TMP Associates, L.P. Check the Appropriate Box
if a Member of a Group (See Instructions) (a) ☐ (b) ☒ SEC Use Only Source of Funds (See
Instructions) WC Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐ Citizenship or Place of
Organization Delaware Number of Shares Beneficially Owned by Each Reporting Person With Sole Voting Power 0 Shared Voting Power 15 Sole Dispositive Power 0 Shared Dispositive Power 15 Aggregate Amount Beneficially Owned by Each Reporting Person 15 Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) ☐ Percent of Class
Represented by Amount in Row (11) <0.1% Type of Reporting Person
(See Instructions) PN
CUSIP No. 18271L 107 Names of Reporting Persons. TMP Associates II, L.P. Check the Appropriate Box
if a Member of a Group (See Instructions) (a) ☐ (b) ☒ SEC Use Only Source of Funds (See
Instructions) WC Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐ Citizenship or Place of
Organization Delaware Number of Shares Beneficially Owned by Each Reporting Person With Sole Voting Power 0 Shared Voting Power 92 Sole Dispositive Power 0 Shared Dispositive Power 92 Aggregate Amount Beneficially Owned by Each Reporting Person 92 Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) ☐ Percent of Class
Represented by Amount in Row (11) <0.1% Type of Reporting Person
(See Instructions) PN
Amendment No. 1 to Schedule 13D This Amendment No. 1 amends and supplements the Schedule 13D filed with the Securities and Exchange Commission by the Reporting Persons
with respect to the common stock, $0.0001 par value per share (Common Stock), of Clarus Therapeutics Holdings, Inc., a Delaware corporation (the Issuer) on December 10, 2021. Terms defined in the Schedule
13D are used herein as so defined. Item 4. Purpose of Transaction Item 4 of the Schedule 13D is hereby amended and supplemented as follows: The Reporting Persons have sold the shares of Common Stock in the transactions set forth in Item 5(c) of this Amendment No. 1 and, subject
to favorable prices and market conditions, intend to sell or distribute the remaining shares of Common Stock reported on this Amendment No. 1. Item 5. Interest in Securities of the Issuer Item 5 of the Schedule 13D is hereby amended and supplemented as follows: The information set forth in rows 11 and 13 of the cover pages to this Schedule 13D is incorporated by
reference. The percentage set forth in row 13 is based on 24,750,011 outstanding shares of Common Stock as reported by the Issuer in its Annual Report on Form 10-K filed with the Securities and Exchange
Commission on March 31, 2022. The information set forth in rows 7 through 10 of the cover pages to this Schedule 13D is incorporated by
reference. Schedule A sets forth all transactions with respect to the shares of Common Stock effected during the past
sixty days by any Reporting Person. No person other than the Reporting Persons disclosed in this Schedule 13D is known to have the right to receive
or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock subject to this Schedule 13D. The Reporting Persons ceased to be beneficial owners of more than five percent of the outstanding shares of
Common Stock on April 21, 2022.
SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct. /s/ James E. Thomas /s/ James E. Thomas /s/ James E. Thomas /s/ James E. Thomas /s/ James E. Thomas /s/ James E. Thomas /s/ James E. Thomas
/s/ James E. Thomas /s/ James E. Thomas
Schedule A Name Thomas McNerney II Thomas McNerney I TMP Nominee II TMP Nominee I TMP Associates I TMP Associates II Thomas McNerney II Thomas McNerney I TMP Nominee II TMP Nominee I TMP Associates I TMP Associates II 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. The prices reported in this column are weighted average prices at a range of prices between $2.11 and $2.62.
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.
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(a)
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Dated: April 21, 2022
JAMES E. THOMAS
THOMAS MCNERNEY & PARTNERS, L.P.
By:
Thomas, McNerney & Partners, LLC, its general partner
By:
Name:
James E. Thomas
Title:
Manager
TMP NOMINEE, LLC
By:
Name:
James E. Thomas
Title:
Manager
TMP ASSOCIATES, L.P.
By:
Thomas, McNerney & Partners, LLC, its general partner
By:
Name:
James E. Thomas
Title:
Manager
THOMAS, MCNERNEY & PARTNERS, LLC
By:
Name:
James E. Thomas
Title:
Manager
THOMAS, MCNERNEY & PARTNERS II, L.P.
By:
Thomas, McNerney & Partners II, LLC, its general partner
By:
Name:
James E. Thomas
Title:
Manager
TMP NOMINEE II, LLC
By:
Name:
James E. Thomas
Title:
Manager
TMP ASSOCIATES II, L.P.
By:
Thomas, McNerney & Partners II, LLC, its general partner
By:
Name:
James E. Thomas
Title:
Manager
THOMAS, MCNERNEY & PARTNERS II, LLC
By:
Name:
James E. Thomas
Title:
Manager
Date of
Transaction
Number of Shares
Acquired / (Disposed)
Transaction
Price Per Share (1)
April 20, 2022
(2,061,685
)
Sale
$
2.53
(1)
April 20, 2022
(1,663,126
)
Sale
$
2.53
(1)
April 20, 2022
(13,630
)
Sale
$
2.53
(1)
April 20, 2022
(5,722
)
Sale
$
2.53
(1)
April 20, 2022
(1,164
)
Sale
$
2.53
(1)
April 20, 2022
(7,585
)
Sale
$
2.53
(1)
April 21, 2022
(933,906
)
Sale
$
2.37
(2)
April 21, 2022
(753,365
)
Sale
$
2.37
(2)
April 21, 2022
(6,174
)
Sale
$
2.37
(2)
April 21, 2022
(2,592
)
Sale
$
2.37
(2)
April 21, 2022
(527
)
Sale
$
2.37
(2)
April 21, 2022
(3,436
)
Sale
$
2.37
(2)
(1)
(2)
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