Richard H. Carmona - Oct 28, 2021 Form 4 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: 4
Date filed: 11/1/2021, 09:02 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
transaction	BTTX	Common Stock	Award		+154K			154K	Oct 28, 2021	Direct	F1, F2, F3, F4

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
transaction	BTTX	Stock Option (Right to Buy)	Award	$0	+28.3K		$0.00	28.3K	Oct 28, 2021	Common Stock	28.3K	$10.97	Direct	F5

* 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.
F5	Following the Issuer's filing of Form S-8 to register the shares subject to the stock option, the stock option vests as to 1/3 of the shares subject to the stock option on October 28, 2022 and the remaining shares vest in 24 equal monthly installments thereafter, provided the Reporting Person continues to have a service relationship with Issuer on each vesting date. The stock option was granted on October 28, 2021.