R. Andrew Heyer - May 26, 2022 Form 4 Insider Report for biote Corp. (BTMD)

Role: Director, 10%+ Owner
Signature: /s/ Andrew R. Heyer
Stock symbol: BTMD
Transactions as of: May 26, 2022
Transactions value $: $8,349,999
Form type: 4
Date filed: 5/31/2022, 08:59 PM
Previous filing: Apr 20, 2022
Next filing: Jun 6, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	BTMD	Class A Common Stock	Options Exercise	$0	+7.94M		$0.00	7.94M	May 26, 2022	See Footnote	F3
transaction	BTMD	Class A Common Stock	Other	$0	-800K	-10.08%	$0.00	7.14M	May 26, 2022	See Footnote	F2, F3

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	BTMD	Class B Common Stock	Conversion of derivative security	$0	-7.94M	-100%	$0.00^*	0	May 26, 2022	Class A Common Stock	7.94M		See Footnote	F1, F3
transaction	BTMD	Private Placement Warrants	Award	$8.35M	+5.57M		$1.50	5.57M	May 26, 2022	Class A Common Stock	5.57M	$11.50	See Footnote	F3, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	On May 27, 2022, Haymaker Acquisition Corp. III ("Haymaker" and the former name of biote Corp.) consummated its initial business combination (the "Business Combination") with BioTE Holdings, LLC. In connection with the consummation of the Business Combination, each share of Class B common stock, par value $0.0001 per share, of Haymaker automatically converted into one share of Class A common stock, par value $0.0001 per share, of biote Corp. ("biote Corp. Class A Common Stock").
F2	On May 27, 2022, Haymaker Sponsor III LLC (the "Sponsor") transferred an aggregate of 800,000 shares of biote Corp. Class A Common Stock previously held by the Sponsor to certain transferees.
F3	These securities are held by the Sponsor. Mr. Steven J. Heyer and Mr. Andrew R. Heyer are the managing members of the Sponsor and jointly have voting and dispositive power of the securities held by the Sponsor. Accordingly, Messrs. Heyer and Heyer may be deemed to have or share beneficial ownership of such securities. Messrs. Heyer and Heyer disclaim beneficial ownership of the securities held by the Sponsor, except to the extent of any pecuniary interest therein.
F4	The private placement warrants are reported as acquired for purposes of Section 16 of the Securities Exchange Act of 1934 concurrent with the closing of the Business Combination (the "Closing"), because, pursuant to their terms, their exercise was not within the control of the Reporting Person until the Closing. Each private placement warrant is exercisable for one share of biote Corp. Class A Common Stock at an exercise price of $11.50 per share, subject to certain adjustments. The private placement warrants may be exercised commencing 30 days after the Closing and expire five years after the Closing or earlier upon redemption or liquidation. The private placement warrants consist of 5,566,666 private placement warrants purchased by the Sponsor in a private placement from Haymaker simultaneously with the consummation of Haymaker's initial public offering.