SEC Form 3 · accession 0001144204-16-074882
Clarus Corp · CLAR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mark D. Ritchie
Officer — Chief Operating Officer
Period of report
Dec 31, 2015
Accepted (ET)
Jan 8, 2016 · 4:15 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000913277
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.0001 per share ("Common Stock")F1,F2 | holding | — | — | — | 14,967 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (right to purchase)F3 | $10.40 | holding | — | — | — | Aug 30, 2013 | Aug 29, 2023 | Common Stock | 75,000 | — | D |
| Stock Option (right to purchase)F4 | $6.85 | holding | — | — | — | — | May 28, 2020 | Common Stock | 25,000 | — | D |
Explanation of responses
- F1Excludes 30,000 restricted shares of Common Stock granted on August 30, 2013, pursuant to the Issuer's 2005 Stock Incentive Plan that will vest and become nonforfeitable as follows: (i) 10,000 shares shall immediately vest and become nonforfeitable if: (A) during any calendar year ending prior to and including December 31, 2015, the Issuer's apparel products achieve certain net revenue targets in such calendar year; and (B) Mr. Ritchie is employed as a full time employee by the Issuer or one of its subsidiaries as of March 31, 2016; (ii) 10,000 shares shall immediately vest and become nonforfeitable if: (A) during any calendar year ending prior to and including December 31, 2017, the Issuer's apparel products achieve certain net revenue targets in such calendar year; and (B) Mr. Ritchie is employed as a full time employee by the Issuer or one of its subsidiaries as of March 31, 2018; and
- F2(iii) 10,000 shares shall immediately vest and become nonforfeitble if: (A) during any calendar year ending prior to and including December 31, 2018, the Issuer's apparel products achieve certain net revenue targets in such calendar year; and (B) Mr. Ritchie is employed as a full time employee by the Issuer or one of its subsidiaries as of March 31, 2019; provided, however, in the event that the Issuer fails to achieve a net revenue target in an applicable calendar year but Mr. Ritchie remains employed as a full time employee by the Issuer or one of its subsidiaries as of the applicable employment date for such period, then 2,000 restricted shares with respect to such period shall become fully vested and the remaining 8,000 unvested restricted shares with respect to such period shall be forfeited effective as of such applicable employment date.
- F3Options granted on August 30, 2013, pursuant to the Issuer's 2005 Stock Incentive Plan.
- F4Options granted on May 28, 2010, pursuant to the Issuer's 2005 Stock Incentive Plan to purchase 10,000, 7,500 and 7,500 shares of Common Stock vested and became exercisable on December 31, 2012, December 31, 2013 and December 31, 2014, respectively.