Mark A. Berman - Oct 28, 2021 Form 3 Insider Report for Better Therapeutics, Inc. (BTTX)

Role
Chief Medical Officer
Signature
/s/ Mark Heinen, Attorney-in-Fact for Mark A. Berman
Stock symbol
BTTX
Transactions as of
Oct 28, 2021
Transactions value $
$0
Form type
3
Date filed
11/1/2021, 08:28 PM
Next filing
Apr 4, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding BTTX Common Stock 13.3K Oct 28, 2021 Direct F1, F2
holding BTTX Common Stock 94.8K Oct 28, 2021 Direct F1, F3, F4
holding BTTX Common Stock 124K Oct 28, 2021 Direct F1, F3, F5

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding BTTX Stock Option (Right to Buy) Oct 28, 2021 Common Stock 87.7K $11.38 Direct F1, F6, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Pursuant to the Agreement and Plan of Merger, dated April 6, 2021, as amended (the "Merger Agreement"), by and among Mountain Crest Acquisition Corp. II ("Issuer"), MCAD Merger Sub Inc. ("Merger Sub") and Better Therapeutics, Inc. ("BTX"), on October 28, 2021, Merger Sub merged with and into BTX, with BTX surviving the merger as a wholly-owned subsidiary of Issuer (such merger and the other transactions contemplated by the Merger Agreement, the "Business Combination").
F2 At the effective time of the Business Combination (the "Effective Time"), each share of BTX common stock (including shares of BTX common stock resulting from the conversion of BTX preferred stock and BTX Simple Agreements for Future Equity) was converted into a right to receive the number of shares of Issuer common stock equal to the product of the number of shares of BTX common stock and 0.9475 (the "Exchange Ratio"), with fractional shares rounded to the nearest whole share. Issuer subsequently changed its name to Better Therapeutics, Inc.
F3 At the Effective Time, each award of BTX restricted stock was converted to an award of restricted Issuer common stock (the "Assumed Award") equal to the product of (i) the number of shares of BTX restricted stock and (ii) the Exchange Ratio. Each Assumed Award will continue to be subject to the terms and conditions set forth in the applicable BTX restricted stock agreement.
F4 The Assumed Award vested as to 1/4th of the shares subject to the Assumed Award on December 1, 2016 and the remaining shares vested in 36 equal monthly installments thereafter, provided the Reporting Person continued to have a service relationship with Issuer on each vesting date. The Assumed Award was granted on August 14, 2020.
F5 The Assumed Award vests as follows: (i) 5,731 of the total number of shares subject to the BTX restricted stock award vests in 11 equal monthly installments after January 7, 2019 and (ii) 124,980 of the total number of shares subject to the BTX restricted stock award vests in 48 equal monthly installments after January 3, 2020, provided the Reporting Person continues to have a service relationship with Issuer on each vesting date. The Assumed Award was granted on August 14, 2020.
F6 At the Effective Time, each BTX stock option was converted to a stock option to purchase the number of shares of Issuer common stock (the "Assumed Option") equal to the product of (i) the number of shares of BTX common stock subject to the BTX stock option and (ii) the Exchange Ratio, and the exercise price per share of the Assumed Option (rounded up to the nearest whole cent) shall be equal to the quotient obtained by dividing (i) the exercise price per share of the BTX stock option by (ii) the Exchange Ratio. Each Assumed Option will continue to be subject to the terms and conditions set forth in the BTX 2020 Stock Option and Grant Plan, as amended.
F7 Following the Issuer's filing of Form S-8 to register the shares subject to the Assumed Option, the Assumed Option shall vest in equal monthly installments over 48 months after April 6, 2021, provided the Reporting Person continues to have a service relationship with Issuer on each vesting date. The Assumed Option was granted on April 6, 2021.

Remarks:

Exhibit 24 - Power of Attorney