David P. Perry - Oct 28, 2021 Form 3 Insider Report for Better Therapeutics, Inc. (BTTX)

Signature
/s/ Mark Heinen, Attorney-in-Fact for David P. Perry
Stock symbol
BTTX
Transactions as of
Oct 28, 2021
Transactions value $
$0
Form type
3
Date filed
11/1/2021, 08:28 PM
Previous filing
Jun 11, 2021
Next filing
Jun 10, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding BTTX Common Stock 51.5K Oct 28, 2021 Direct
holding BTTX Common Stock 10.2M Oct 28, 2021 By David P. Perry 2015 Trust F1, F2, F3
holding BTTX Common Stock 293K Oct 28, 2021 By spouse F1, F2, F4
holding BTTX Common Stock 21.3K Oct 28, 2021 By Pensus Limited Trust F1, F2, F5
holding BTTX Common Stock 200K Oct 28, 2021 By David P. Perry 2015 Trust F3, F6
holding BTTX Common Stock 100K Oct 28, 2021 By David P. Perry 2015 Trust F3, 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 These shares are owned directly by the David P. Perry 2015 Trust (the "Perry Trust"), a ten percent owner of Issuer, and indirectly by David P. Perry as trustee of the Perry Trust. Mr. Perry is an officer, director and ten percent owner of Issuer.
F4 These shares are owned directly by Mr. Perry's spouse, Georgianna Maule-Ffinch.
F5 These shares are owned directly by Donald R. Leo, Trustee of Pensus Limited Trust dated 06/12/2010 FBO Georgianna Maule-Ffinch (the "Pensus Limited Trust") for the benefit of Georgianna Maule-Ffinch.
F6 These shares were acquired pursuant to a stock purchase agreement by and between Issuer, Mountain Crest Capital LLC and the Perry Trust, whereby Mountain Crest Capital LLC transferred such shares to the Perry Trust at the Effective Time.
F7 On April 6, 2021, Issuer entered into subscription agreements with certain investors (the "PIPE Investors") pursuant to which the PIPE Investors agreed to purchase shares of Issuer common stock for $10.00 per share in connection with, and conditioned upon, the substantially concurrent consummation of certain transactions, including the Business Combination. As one of the PIPE Investors, on April 6, 2021, the Perry Trust acquired 100,000 shares of Issuer common stock for $10.00 per share.

Remarks:

Executive Chairman of the Board of Directors Exhibit 24 - Power of Attorney