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Clarus Corp — Director's Dealing 2010
Jun 2, 2010
33978_dirs_2010-06-02_430213ca-0646-416c-9960-22199c646501.zip
Director's Dealing
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SEC Form 4 — Statement of Changes in Beneficial Ownership
Issuer: CLARUS CORP (CLRS.PK)
CIK: 0000913277
Period of Report: 2010-05-28
Reporting Person: KANDERS WARREN B (Director, Executive Chairman, 10% Owner)
Reporting Person: KANDERS GMP HOLDINGS LLC (10% Owner)
Non-Derivative Transactions
| Date | Security | Code | Shares | Price | A/D | Holdings After | Ownership |
|---|---|---|---|---|---|---|---|
| 2010-05-28 | Common Stock, par value $0.0001 per share | A | 500000 | — | Acquired | 3713977 | Direct |
| 2010-05-28 | Common Stock, par value $0.0001 per share | A | 2419490 | — | Acquired | 2419490 | Indirect |
Derivative Transactions
| Date | Security | Exercise Price | Code | Shares | A/D | Expiration | Underlying | Ownership |
|---|---|---|---|---|---|---|---|---|
| 2010-05-28 | Stock Options (Right to Buy) | $7.50 | D | 400000 | Acquired | 2012-12-20 | Common Stock (400000) | Direct |
| 2010-05-28 | Stock Options (Right to Buy) | $7.50 | A | 400000 | Acquired | 2020-05-31 | Common Stock (400000) | Direct |
| 2010-05-28 | Stock Options (Right to Buy) | $10.00 | D | 400000 | Acquired | 2012-12-20 | Common Stock (400000) | Direct |
| 2010-05-28 | Stock Options (Right to Buy) | $10.00 | A | 400000 | Acquired | 2020-05-31 | Common Stock (400000) | Direct |
Holdings (Non-Derivative)
| Security | Shares | Ownership |
|---|---|---|
| Common Stock, par value $0.0001 per share | 13900 | Indirect |
| Common Stock, par value $0.0001 per share | 100000 | Indirect |
Footnotes
F1: 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.
F2: 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.
F3: 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.
F4: 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.
F5: 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.