Clarus Corporation
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(Name of Issuer)
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Common Stock, par value $.0001 per share
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(Title of Class of Securities)
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18270P109
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(CUSIP Number)
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December 31, 2018
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(Date of Event Which Requires Filing of this Statement)
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CUSIP No. 18270P109
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13G
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1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Greenhouse Funds LLLP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a) ☐
(b) ☐ |
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
2,078,652
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
2,078,652
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,078,652
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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☐
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||
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.0% **
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12
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TYPE OF REPORTING PERSON*
IA, OO
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CUSIP No. 18270P109
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13G
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1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Greenhouse GP LLC
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|||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a) ☐
(b) ☐ |
||
3
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SEC USE ONLY
|
|||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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|||
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5
|
SOLE VOTING POWER
0
|
||
6
|
SHARED VOTING POWER
2,078,652
|
|||
7
|
SOLE DISPOSITIVE POWER
0
|
|||
8
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SHARED DISPOSITIVE POWER
2,078,652
|
|||
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,078,652
|
|||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
☐ |
||
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.0% **
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|||
12
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TYPE OF REPORTING PERSON*
HC, OO
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CUSIP No. 18270P109
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13G
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1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Joseph Milano
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a) ☐
(b) ☐ |
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3
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SEC USE ONLY
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|||
4
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CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
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|||
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5
|
SOLE VOTING POWER
0
|
||
6
|
SHARED VOTING POWER
2,078,652
|
|||
7
|
SOLE DISPOSITIVE POWER
0
|
|||
8
|
SHARED DISPOSITIVE POWER
2,078,652
|
|||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,078,652
|
|||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
☐ |
||
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.0% **
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|||
12
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TYPE OF REPORTING PERSON*
HC, IN
|
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(a)
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☐
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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☐
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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☐
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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☐
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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☒
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An investment advisor in accordance with §240.13d-1(b)(1)(ii)(E).
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(f)
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☐
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
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(g)
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☒
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
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(h)
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☐
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
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(i)
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☐
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A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).
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(j)
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☐
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Group, in accordance with §240.13d-1(b)(1)(ii)(J).
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(a) |
The Reporting Persons are the beneficial owners of 2,078,652 shares of Common Stock held by the Greenhouse Accounts.
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(b) |
The Reporting Persons are the beneficial owners of 7.0% of the outstanding Common Shares held by the Greenhouse Accounts. This percentage is determined by
dividing 2,078,652 by 29,850,189, the number of shares of Common Stock issued and outstanding as of October 31, 2018, as reported in the Issuer’s Form 10-Q filed on November 5, 2018.
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(c) |
Greenhouse, as the investment adviser to the Greenhouse Accounts, may direct the vote and disposition of the 2,078,652 shares of Common Stock held by the
Greenhouse Accounts. Greenhouse GP, as the general partner of Greenhouse, may direct Greenhouse to direct the vote and disposition of the 2,078,652 shares of Common Stock held by the Greenhouse Accounts. As the principal of Greenhouse
and Greenhouse GP, Mr. Milano may direct the vote and disposition of the 2,078,652 shares of Common Stock held by the Greenhouse Accounts.
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Item 7 |
Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company.
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Item 8 |
Identification and Classification of Members of the Group.
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Item 9 |
Notice of Dissolution of Group.
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Item 10 |
Certification.
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