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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
CLARUS CORP [ CLRS.PK ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/28/2010 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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, par value $0.0001 per share | 05/28/2010 | A | 500,000(1) | A | $0 | 3,713,977(2) | D | |||
Common Stock, par value $0.0001 per share | 05/28/2010 | A | 2,419,490 | A | (3) | 2,419,490 | I | Kanders GMP Holdings, LLC | ||
Common Stock, par value $0.0001 per share | 13,900(4) | I | As UTTMA custodian for children | |||||||
Common Stock, par value $0.0001 per share | 100,000(4) | I | By Spouse |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Stock Options (Right to Buy) | $7.5 | 05/28/2010 | D(5) | 400,000 | (5) | 12/20/2012 | Common Stock | 400,000 | $0 | 0 | D | ||||
Stock Options (Right to Buy) | $7.5 | 05/28/2010 | A(5) | 400,000 | (5) | 05/31/2020 | Common Stock | 400,000 | $0 | 400,000 | D | ||||
Stock Options (Right to Buy) | $10 | 05/28/2010 | D(5) | 400,000 | (5) | 12/20/2012 | Common Stock | 400,000 | $0 | 0 | D | ||||
Stock Options (Right to Buy) | $10 | 05/28/2010 | A(5) | 400,000 | (5) | 05/31/2020 | Common Stock | 400,000 | $0 | 400,000 | D |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. Comprised of seven-year restricted stock award granted under the Issuer's 2005 Stock Incentive Plan (the "2005 Plan") of which (i) 250,000 restricted shares will vest and become nonforfeitable on the date the closing price of the Issuer's common stock shall have equalled or exceeded $10.00 per share for 20 consecutive trading days; and (ii) 250,000 restricted shares shall vest and become nonforfeitable on the date the closing price of the Issuer's common stock shall have equalled or exceeded $12.00 per share for 20 consecutive trading days. |
2. Includes the acceleration of vesting on May 28, 2010, of 500,000 shares of restricted common stock that had been previously awarded to the Reporting Person pursuant to a restricted stock agreement dated April 11, 2003. Does not include the 250,000 shares of restricted common stock which the Issuer's Board of Directors have determined to grant on January 2, 2011, under the Issuer's 2005 Plan if the Reporting Person is an employee and/or a director of the Issuer or any of its subsidiaries on January 2, 2011, which shall vest on the date the closing price of the Issuer's Common Stock shall have equalled or exceeded the lesser of three times the closing price of the Issuer's Common Stock on January 2, 2011, or $14.00 per share, in each case for 20 consecutive trading days. |
3. Portion of merger consideration received pursuant to agreement and plan of merger (the "Merger Agreement") dated May 7, 2010, between the Issuer, Everest/Sapphire Acquisition, LLC, Everest Merger I Corp., Everest Merger II, LLC, Gregory Mountain Products, Inc. ("GMP"), Kanders GMP Holdings, LLC ("KGH") of which the Reporting Person is the sole member, and Schiller Gregory Investment Company, LLC, in exchange for 55.2 shares of GMP common stock owned by KGH. In accordance with the Merger Agreement, the Issuer common stock received by KGH was valued at $6 per share. |
4. The Reporting Person disclaims beneficial ownership of these securities and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |
5. The reported transactions are comprised of the amendment of non-plan stock options originally granted on December 23, 2002, to extend the expiration date of such options from December 20, 2012 to May 31, 2020, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. |
/s/ Warren B. Kanders | 06/02/2010 | |
KANDERS GMP HOLDINGS, LLC, By: /s/ Warren B. Kanders, Managing Member | 06/02/2010 | |
** 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. |