R. Andrew Heyer - Jul 19, 2022 Form 4 Insider Report for biote Corp. (BTMD)

Role: Director, 10%+ Owner
Signature: /s/ Andrew R. Heyer
Stock symbol: BTMD
Transactions as of: Jul 19, 2022
Transactions value $: $0
Form type: 4
Date filed: 7/21/2022, 07:57 PM
Previous filing: Jul 5, 2022
Next filing: Jul 28, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	BTMD	Class A Common Stock	Other	$0	-5.12M	-88.83%	$0.00	644K	Jul 19, 2022	See Footnote	F1, F2, F3
holding	BTMD	Class A Common Stock						1.37M	Jul 19, 2022	Direct	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	BTMD	Private Placement Warrants	Other	$0	-4.07M	-88.37%	$0.00	536K	Jul 19, 2022	Class A Common Stock	4.07M	$11.50	See Footnote	F1, F5
holding	BTMD	Private Placement Warrants						958K	Jul 19, 2022	Class A Common Stock	958K	$11.50	Direct	F6

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

Explanation of Responses:

Id	Content
F1	On July 19, 2022, Haymaker Sponsor III LLC ("Sponsor") distributed 7,137,500 shares of Class A common stock ("biote Corp. Class A Common Stock") and 5,566,666 private placement warrants ("Private Placement Warrants"), representing all of the securities of biote Corp. owned by the Sponsor, to its members with no consideration being paid in connection therewith (the "Distribution"). 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 had or shared beneficial ownership of such securities. Messrs. Heyer and Heyer disclaimed beneficial ownership of the securities held by the Sponsor, except to the extent of any pecuniary interest therein.
F2	Includes (i) 245,201 shares of biote Corp. Class A Common Stock held by Heyer Investment Management, LLC, (ii) 61,298 shares of biote Corp. Class A Common Stock held by Harris Reid Trust, (iii) 61,298 shares of biote Corp. Class A Common Stock held by James Heyer Trust, (iv) 61,298 shares of biote Corp. Class A Common Stock held by Peter Justin Heyer Trust, (v) 61,298 shares of biote Corp. Class A Common Stock held by William Heyer Trust and (vi) 153,250 shares of biote Corp. Class A Common Stock held by the Mindy B. Heyer 2021 Grantor Retained Annuity Trust. Andrew R. Heyer is (i) a trustee of each of Harris Reid Heyer Trust, James Heyer Trust, Peter Justin Heyer Trust, and William Heyer Trust; and (ii) the managing member of Heyer Investment Management, LLC, and has voting and dispositive power of the securities held by such entities.Accordingly, Andrew R. Heyer may be deemed to have or share beneficial ownership of such securities. In addition, Andrew R. Heyer's spouse is the sole
F3	(Continued Footnote 2) trustee, grantor and recipient of annuity payments of the Mindy B. Heyer 2021 Grantor Retained Annuity Trust. Andrew R. Heyer disclaims beneficial ownership of the securities held by the Mindy B. Heyer 2021 Grantor Retained Annuity Trust, and the filing of this report should not be deemed an admission that Andrew R. Heyer is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
F4	Includes 1,373,513 shares of biote Corp. Class A Common Stock held directly by Andrew R. Heyer. Represents a change in the form of ownership of Andrew R. Heyer by virtue of the receipt of shares of biote Corp. Class A Common Stock as a result of the Distribution.
F5	Includes (i) 204,281 Private Placement Warrants held by Heyer Investment Management, LLC, (ii) 51,070 Private Placement Warrants held by Harris Reid Trust, (iii) 51,070 Private Placement Warrants held by James Heyer Trust, (iv) 51,070 Private Placement Warrants held by Peter Justin Heyer Trust, (v) 51,070 Private Placement Warrants held by William Heyer Trust and (vi) 127,675 Private Placement Warrants held by the Mindy B. Heyer 2021 Grantor Retained Annuity Trust. Andrew R. Heyer's spouse is the sole trustee, grantor and recipient of annuity payments of the Mindy B. Heyer 2021 Grantor Retained Annuity Trust. Andrew R. Heyer disclaims beneficial ownership of the securities held by the Mindy B. Heyer 2021 Grantor Retained Annuity Trust, and the filing of this report should not be deemed an admission that Andrew R. Heyer is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
F6	Includes 957,568 Private Placement Warrants held directly by Andrew R. Heyer. Represents a change in the form of ownership of Andrew R. Heyer by virtue of the receipt of Private Placement Warrants as a result of the Distribution.