Richard H. Carmona - Oct 28, 2021 Form 3 Insider Report for Better Therapeutics, Inc. (BTTX)

Role
Director
Signature
/s/ Mark Heinen, Attorney-in-Fact for Richard H. Carmona
Stock symbol
BTTX
Transactions as of
Oct 28, 2021
Transactions value $
$0
Form type
3
Date filed
11/1/2021, 08:37 PM
Previous filing
Sep 13, 2021
Next filing
Jan 4, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding BTTX Common Stock 154K Oct 28, 2021 Direct F1, F2, F3, F4
* 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, 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 ("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 follows: (i) 50% of the shares subject to the Assumed Award vested in 24 equal monthly installments after December 1, 2017 and (ii) 50% of the shares subject to the Assumed Award vested in 12 equal monthly installments after December 1, 2019, 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.

Remarks:

Exhibit 24 - Power of Attorney