Steven Sarracino - Aug 22, 2023 Form 4/A - Amendment Insider Report for Better Home & Finance Holding Co (BETR)

Role
Director, 10%+ Owner
Signature
/s/ Steven Sarracino
Stock symbol
BETR
Transactions as of
Aug 22, 2023
Transactions value $
$0
Form type
4/A - Amendment
Date filed
9/8/2023, 09:42 PM
Date Of Original Report
Aug 24, 2023

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 BETR Class B Common Stock Award +18.3M 18.3M Aug 22, 2023 Class A Common Stock 18.3M By Activant Holdings I, Ltd. F1, F2, F3
transaction BETR Class B Common Stock Award +7.15M 7.15M Aug 22, 2023 Class A Common Stock 7.15M By Activant Ventures III Opportunities Fund 1, LP F1, F4, F5
transaction BETR Class B Common Stock Award +1.08M 1.08M Aug 22, 2023 Class A Common Stock 1.08M By Activant Ventures III Opportunities Fund 2, L.P. F1, F6, F7
transaction BETR Class B Common Stock Award +873K 873K Aug 22, 2023 Class A Common Stock 873K By Activant Ventures III Opportunities Fund 3, LP F1, F8, F9
transaction BETR Class B Common Stock Award +1.4M 1.4M Aug 22, 2023 Class A Common Stock 1.4M By Activant Ventures III Opportunities Fund 4, L.P. F1, F10, F11
transaction BETR Class B Common Stock Award +6.11M 6.11M Aug 22, 2023 Class A Common Stock 6.11M By Activant Ventures III Opportunities Fund 6, LP F1, F12, F13
transaction BETR Class B Common Stock Award +26.3M 26.3M Aug 22, 2023 Class A Common Stock 26.3M By Activant Ventures III, L.P. F1, F14, F15
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Each share of Class B Common Stock is convertible at any time at the option of the Reporting Person into one share of Class A Common Stock and has no expiration date. Each share of Class B Common Stock will convert automatically into one share of Class A Common Stock in connection with: (i) any transfer, whether or not for value, except for certain permitted transfers described in the Issuer's amended and restated certificate of incorporation, (ii) such time as the aggregate number of shares of Class B Common Stock outstanding ceases to represent 5% of the aggregate number of shares of Common Stock outstanding, (iii) the vote of 85% of the holders of Class B Common Stock outstanding; and (iv) following the date of the death or permanent disability of Better Holdco's founder.
F2 Activant Holdings I, Ltd. received 18,339,423 shares of Class B Common Stock of the Issuer in exchange for 6,000,000 shares of Series A Preferred Stock of Better Holdco, Inc. ("Better Holdco"), a Delaware corporation, pursuant to the Agreement and Plan of Merger, dated as of May 10, 2021 (as amended, the "Merger Agreement"), by and among Aurora Acquisition Corp, a Cayman Islands exempted company ("Aurora" and, following the Business Combination, the "Issuer"), Aurora Merger Sub I, Inc. a Delaware corporation and a direct wholly owned subsidiary of Aurora, and Better Holdco. Upon consummation of the business combination contemplated by the Merger Agreement (the "Business Combination"), as described on the Form S-4 (File No. 333-258423) filed by Aurora with the U.S. Securities and Exchange Commission and declared effective on July 27, 2023, the surviving entity of the Business Combination, the "Issuer", was renamed "Better Home & Finance Holding Company".
F3 Steven Sarracino is the controlling shareholder of Activant Holdings I, Ltd. Therefore, Mr. Sarracino may be deemed to have voting and dispositive power over the shares held by Activant Holdings I, Ltd. Mr. Sarracino disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
F4 Activant Ventures III Opportunities Fund 1, LP received 7,151,754 shares of Class B Common Stock of the Issuer in exchange for 2,339,797 shares of Series C Preferred Stock of Better Holdco pursuant to the Merger Agreement. Please see footnote 1 of this Form 4 for further details.
F5 Activant Ventures Advisors III, LLC is the general partner of Activant Ventures III Opportunities Fund 1, L.P. Activant Capital Management, LLC is the investment advisor of Activant Ventures III Opportunities Fund 1, L.P. Mr. Sarracino is Principal of Activant Ventures Advisors III, LLC. Activant Ventures Advisors III, LLC, Activant Capital Management, LLC and Mr. Sarracino may be deemed to have voting power and dispositive power with respect to the shares held by Activant Ventures III Opportunities Fund 1, L.P. Activant Ventures Advisors III, LLC, Activant Capital Management, LLC, and Mr. Sarracino disclaim beneficial ownership of these securities except to the extent of each person's respective pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
F6 Activant Ventures III Opportunities Fund 2, L.P. received 1,080,188 shares of Class B Common Stock of the Issuer in exchange for 353,399 shares of Series D Preferred Stock of Better Holdco pursuant to the Merger Agreement. Please see footnote 1 of this Form 4 for further details.
F7 Activant Ventures Advisors III, LLC is the general partner of Activant Ventures III Opportunities Fund 2, L.P. Activant Capital Management, LLC is the investment advisor of Activant Ventures III Opportunities Fund 2, L.P. Mr. Sarracino is Principal of Activant Ventures Advisors III, LLC. Activant Ventures Advisors III, LLC, Activant Capital Management, LLC and Mr. Sarracino may be deemed to have voting power and dispositive power with respect to the shares held by Activant Ventures III Opportunities Fund 2, L.P. Activant Ventures Advisors III, LLC, Activant Capital Management, LLC, and Mr. Sarracino disclaim beneficial ownership of these securities except to the extent of each person's respective pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
F8 Activant Ventures III Opportunities Fund 3, LP received 873,305 shares of Class B Common Stock of the Issuer in exchange for 285,714 shares of Series A Preferred Stock of Better Holdco pursuant to the Merger Agreement. Please see footnote 1 of this Form 4 for further details.
F9 Activant Ventures Advisors III, LLC is the general partner of Activant Ventures III Opportunities Fund 3, L.P. Activant Capital Management, LLC is the investment advisor of Activant Ventures III Opportunities Fund 3, L.P. Mr. Sarracino is Principal of Activant Ventures Advisors III, LLC. Activant Ventures Advisors III, LLC, Activant Capital Management, LLC and Mr. Sarracino may be deemed to have voting power and dispositive power with respect to the shares held by Activant Ventures III Opportunities Fund 3, L.P. Activant Ventures Advisors III, LLC, Activant Capital Management, LLC, and Mr. Sarracino disclaim beneficial ownership of these securities except to the extent of each person's respective pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
F10 Activant Ventures III Opportunities Fund 4, L.P. received 1,400,933 shares of Class B Common Stock of the Issuer in exchange for 458,335 shares of Class B Common Stock of Better Holdco pursuant to the Merger Agreement. Please see footnote 1 of this Form 4 for further details.
F11 Activant Ventures Advisors III, LLC is the general partner of Activant Ventures III Opportunities Fund 4, L.P. Activant Capital Management, LLC is the investment advisor of Activant Ventures III Opportunities Fund 4, L.P. Mr. Sarracino is Principal of Activant Ventures Advisors III, LLC. Activant Ventures Advisors III, LLC, Activant Capital Management, LLC and Mr. Sarracino may be deemed to have voting power and dispositive power with respect to the shares held by Activant Ventures III Opportunities Fund 4, L.P. Activant Ventures Advisors III, LLC, Activant Capital Management, LLC, and Mr. Sarracino disclaim beneficial ownership of these securities except to the extent of each person's respective pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
F12 Activant Ventures III Opportunities Fund 6, LP received 6,111,340 shares of Class B Common Stock of the Issuer in exchange for 1,999,411 shares of Series D Preferred Stock of Better Holdco pursuant to the Merger Agreement. Please see footnote 1 of this Form 4 for further details.
F13 Activant Ventures Advisors III, LLC is the general partner of Activant Ventures III Opportunities Fund 6, L.P. Activant Capital Management, LLC is the investment advisor of Activant Ventures III Opportunities Fund 6, L.P. Mr. Sarracino is Principal of Activant Ventures Advisors III, LLC. Activant Ventures Advisors III, LLC, Activant Capital Management, LLC and Mr. Sarracino may be deemed to have voting power and dispositive power with respect to the shares held by Activant Ventures III Opportunities Fund 6, L.P. Activant Ventures Advisors III, LLC, Activant Capital Management, LLC, and Mr. Sarracino disclaim beneficial ownership of these securities except to the extent of each person's respective pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
F14 Activant Ventures III, L.P. received 26,349,310 shares of Class B Common Stock of the Issuer in exchange for 173,866 shares of Class B Common Stock, 788,122 shares of Class O Common Stock, 611,720 shares of Series A Preferred Stock, 6,434,441 shares of Series C Preferred Stock and 612,378 shares of Series D Preferred Stock of Better Holdco pursuant to the Merger Agreement. Please see footnote 1 of this Form 4 for further details.
F15 Steven Sarracino is the controlling shareholder of Activant Ventures III, L.P. Activant Capital Management, LLC is the investment advisor of Activant Ventures III, L.P. Therefore, Activant Capital Management, LLC and Mr. Sarracino may be deemed to have voting power and dispositive power over the shares held by Activant Ventures III, L.P. Activant Capital Management, LLC and Mr. Sarracino disclaim beneficial ownership of these securities except to the extent of each person's respective pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

Remarks:

This amendment to the Form 4 filed on August 24, 2023 is being filed solely to reflect certain additional entities as reporting persons following the receipt or recovery of EDGAR filing credentials for such persons and to clarify the relationships between such persons, and does not otherwise change any information set forth in the original Form 4.