Softbank Group Corp. - Aug 22, 2023 Form 3 Insider Report for Better Home & Finance Holding Co (BETR)

Role: 10%+ Owner
Signature: SoftBank Group Corp., By : /s/ Yuko Yamamoto, Head of Corporate Legal Department
Stock symbol: BETR
Transactions as of: Aug 22, 2023
Transactions value $: $0
Form type: 3
Date filed: 9/1/2023, 09:00 PM
Previous filing: Jun 28, 2023
Next filing: Jan 3, 2024

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
holding	BETR	Class B Common Stock							Aug 22, 2023	Class A Common Stock	55.2M		By SVF II Beaver (DE) LLC	F1, F2
holding	BETR	Class C Common Stock							Aug 22, 2023	Class A Common Stock	6.88M		By SVF II Beaver (DE) LLC	F2, F3
holding	BETR	Convertible Notes							Aug 22, 2023	Class A Common Stock	57.5M		By SB Northstar LP	F4, F5, F6
holding	BETR	Warrants							Aug 22, 2023	Class A Common Stock	675K	$11.50	By SB Northstar LP	F6

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

Explanation of Responses:

Id	Content
F1	Each outstanding share of Class B Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock or Class C Common Stock. In addition, each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon any transfer, except for certain permitted transfers, whether or not for value.
F2	SoftBank Group Corp., which is a publicly traded company listed on the Tokyo Stock Exchange, is the sole shareholder of SB Global Advisers Limited, which has been appointed as manager and is responsible for making final decisions related to the acquisition, structuring, financing and disposal of SoftBank Vision Fund II-2 L.P.'s investments, including as held by SVF II Beaver (DE) LLC. SoftBank Vision Fund II-2 L.P. is the sole limited partner of SVF II Aggregator (Jersey) L.P., which is the sole member of SVF II Holdings (DE) LLC, which is the sole member of SVF II Beaver (DE) LLC. As a result of these relationships, each of these entities may be deemed to share beneficial ownership of the securities held of record by SVF II Beaver (DE) LLC.
F3	Each outstanding share of Class C Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock. In addition, each share of Class C Common Stock will convert automatically into one share of Class A Common Stock upon any transfer, except for certain permitted transfers, whether or not for value.
F4	The Convertible Notes are convertible (1) any time on or after August 22, 2024, (2)(a) in the event of certain distributions to the holders of the Class A Common Stock, (2)(b) in the event of certain fundamental change events, and (3) in the event the Issuer redeems the Convertible Notes at a redemption price of 115% of par plus accrued interest in cash, at any time on or before the 30th trading day prior to the maturity date of the Convertible Notes if the last reported sale price of the Class A Common Stock has been at least 130% of the conversion price then in effect for at least 20 trading days during the 30 trading day period ending on, and including, the trading day immediately preceding the date of notice of optional redemption.
F5	The Convertible Notes are convertible, at the option of the holder, into shares of Class A Common Stock, with an initial conversion rate per $1,000 of the $528,585,444 principal amount of Convertible Notes equal to (a) $1,000 divided by (b) a dollar amount equal to 115% of the average daily VWAP over the 20 VWAP trading days immediately prior to August 22, 2024 (the "First Anniversary VWAP"), subject to adjustments as described therein. The Indenture provides that the First Anniversary VWAP may be no less than $8.00 and no greater than $12.00, subject to adjustments as described therein. The number of shares of Class A Common Stock presented herein assumes a First Anniversary VWAP of $8.00.
F6	SoftBank Group Corp. is the parent company of Silver Brick Management PTE. LTD., which has been appointed as investment manager of SB Northstar LP and is responsible for making voting and investment decisions with respect to SB Northstar LP's investments. As a result of these relationships, each of these entities may be deemed to share beneficial ownership of the securities held of record by SB Northstar LP.