Form 3 Clarus Therapeutics Hold For: Sep 10 Filed by: THOMAS JAMES E

September 21, 2021 9:19 PM EDT

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FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0104
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1. Name and Address of Reporting Person *
THOMAS MCNERNEY & PARTNERS LP

(Last) (First) (Middle)
C/O THOMAS MCNERNEY & PARTNERS
12527 CENTRAL AVE. NE #297

(Street)
MINNEAPOLIS MN 55434

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
09/10/2021
3. Issuer Name and Ticker or Trading Symbol
Clarus Therapeutics Holdings, Inc. [ CRXT ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 2,436,725
D (1)
 
Common Stock 3,020,674
D (2)
 
Common Stock 8,383
D (3)
 
Common Stock 19,970
D (4)
 
Common Stock 1,706
D (5)
 
Common Stock 11,113
D (6)
 
Common Stock 2,438,431
I
See footnote (7)
Common Stock 3,031,787
I
See footnote (8)
Common Stock 5,498,571
I
See footnote (9)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. 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.
2. 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.
3. 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.
4. 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.
5. 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.
6. 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.
7. The reported securities are held indirectly by TMP 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.
8. The reported securities are held indirectly by TMP 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.
9. The reported securities are held indirectly by James E. Thomas as sole manager of TMP LLC and TMP II LLC and manager of TMPN and TMPN II. 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. 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. James E. Thomas is a manager of TMPN and TMPN II and may be deemed to have voting and dispositive power over the shares held by TMPN and TMPN II, provided that he is 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. 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. 09/21/2021
** Signature of Reporting Person Date
/s/ James E. Thomas, Manager of TMP Nominee, LLC 09/21/2021
** Signature of Reporting Person Date
/s/ James E. Thomas, Manager of Thomas, McNerney & Partners, LLC, the general partner of TMP Associates, L.P. 09/21/2021
** Signature of Reporting Person Date
/s/ James E. Thomas, Manager of Thomas, McNerney & Partners, LLC 09/21/2021
** Signature of Reporting Person Date
/s/ James E. Thomas, Manager of Thomas, McNerney & Partners II, LLC, the general partner of Thomas, McNerney & Partners II, L.P. 09/21/2021
** Signature of Reporting Person Date
/s/ James E. Thomas, Manager of TMP Nominee II, LLC 09/21/2021
** Signature of Reporting Person Date
/s/ James E. Thomas, Manager of Thomas, McNerney & Partners II, LLC, the general partner of TMP Associates II, L.P. 09/21/2021
** Signature of Reporting Person Date
/s/ James E. Thomas, Manager of Thomas, McNerney & Partners II, LLC 09/21/2021
** Signature of Reporting Person Date
/s/ James E. Thomas 09/21/2021
** 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).
** 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.


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