Item 8.01 Other Events.

On August 14, 2020, Clarus Corporation (the "Company") delivered a letter (the "Letter") to Greenhouse Funds LLLP and its affiliates (collectively, "Greenhouse") approving its request to be permitted under the Company's Rights Agreement dated as of February 12, 2008 to acquire beneficial ownership in excess of 7.5% of the Company's outstanding shares of common stock. Such approval is conditioned upon, and subject to Greenhouse: (i) not increasing such beneficial ownership to in excess of 9.9% of the Company's outstanding shares of common stock; (ii) remaining continuously eligible to report its ownership of the Company's common stock on Schedule 13G; and (iii) increasing such beneficial ownership to in excess of 7.5% of the Company's outstanding shares of common stock, if at all, on or before the twelve month anniversary of the date of the Letter.

Furthermore, in the event that Greenhouse reduces its beneficial ownership to below 7.5%, the approval granted pursuant to the Letter shall immediately terminate and Greenhouse would need to obtain a new approval from the Company's Board of Directors before seeking to again increase its beneficial ownership to in excess of 7.5% of the Company's outstanding shares of common stock.

A copy of the Letter is attached to this Current Report on Form 8-K (the "Report") as Exhibit 99.1 and is incorporated herein by reference as if fully set forth herein. The foregoing summary description of the Letter is not intended to be complete and is qualified in its entirety by the complete text of the Letter.

Item 9.01. Financial Statements and Exhibits


(d) Exhibits. The following Exhibit is filed herewith as a part of this Report:




Exhibit    Description

  99.1       Letter to Greenhouse Funds LLLP dated August 14, 2020.

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