Clarus Therapeutics Form 4/A / JAMES E THOMAS 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

OMB APPROVAL

OMB Number:			3235-0287
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hours per response:			0.5

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^*

THOMAS MCNERNEY & PARTNERS LP

(Last)

(First)

(Middle)

C/O THOMAS MCNERNEY & PARTNERS

12527 CENTRAL AVE. NE #297

(Street)

MINNEAPOLIS

55434

(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)
04/20/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)
04/21/2022

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
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)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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

55434

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

TMP ASSOCIATES LP

(Last)

(First)

(Middle)

C/O THOMAS MCNERNEY & PARTNERS

12527 CENTRAL AVE. NE #297

(Street)

MINNEAPOLIS

55434

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

TMP Nominee, LLC

(Last)

(First)

(Middle)

C/O THOMAS MCNERNEY & PARTNERS

12527 CENTRAL AVE. NE #297

(Street)

MINNEAPOLIS

55434

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Thomas, McNerney & Partners, LLC

(Last)

(First)

(Middle)

C/O THOMAS MCNERNEY & PARTNERS

12527 CENTRAL AVE. NE #297

(Street)

MINNEAPOLIS

55434

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Thomas, McNerney & Partners II L.P.

(Last)

(First)

(Middle)

C/O THOMAS MCNERNEY & PARTNERS

12527 CENTRAL AVE. NE #297

(Street)

MINNEAPOLIS

55434

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

TMP Associates II LP

(Last)

(First)

(Middle)

C/O THOMAS MCNERNEY & PARTNERS

12527 CENTRAL AVE. NE #297

(Street)

MINNEAPOLIS

55434

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

TMP Nominee II, LLC

(Last)

(First)

(Middle)

C/O THOMAS MCNERNEY & PARTNERS

12527 CENTRAL AVE. NE #297

(Street)

MINNEAPOLIS

55434

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Thomas, McNerney & Partners II, LLC

(Last)

(First)

(Middle)

C/O THOMAS MCNERNEY & PARTNERS

12527 CENTRAL AVE. NE #297

(Street)

MINNEAPOLIS

55434

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

THOMAS JAMES E

(Last)

(First)

(Middle)

C/O THOMAS MCNERNEY & PARTNERS

12527 CENTRAL AVE. NE #297

(Street)

MINNEAPOLIS

55434

(City)

(State)

(Zip)

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.

Remarks:

This Form 4 was previously filed under the incorrect CIK (for Clarus Therapeutics Inc.) and is being refiled under the correct CIK.

	/s/ James E. Thomas, Manager of Thomas, McNerney & Partners, LLC, the general partner of Thomas, McNerney & Partners, L.P.	04/25/2022
	/s/ James E. Thomas, Manager of TMP Nominee, LLC	04/25/2022
	/s/ James E. Thomas, Manager of Thomas, McNerney & Partners, LLC, the general partner of TMP Associates, L.P.	04/25/2022
	/s/ James E. Thomas, Manager of Thomas, McNerney & Partners, LLC	04/25/2022
	/s/ James E. Thomas, Manager of Thomas, McNerney & Partners II, LLC, the general partner of Thomas, McNerney & Partners II, L.P.	04/25/2022
	/s/ James E. Thomas, Manager of TMP Nominee II, LLC	04/25/2022
	/s/ James E. Thomas, Manager of Thomas, McNerney & Partners II, LLC, the general partner of TMP Associates II, L.P.	04/25/2022
	/s/ James E. Thomas, Manager of Thomas, Manager of McNerney & Partners II, LLC	04/25/2022
	/s/ James E. Thomas	04/25/2022
	** 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).
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Clarus Therapeutics (CRXTQ) Form 4/AClarus Therapeutics / JAMES E THOMAS ownership change