Gary S. Donovitz - May 26, 2022 Form 4 Insider Report for biote Corp. (BTMD)

Role
10%+ Owner
Signature
/s/ Morgan Lloyd, as Attorney-in-Fact for Gary S. Donovitz
Stock symbol
BTMD
Transactions as of
May 26, 2022
Transactions value $
$0
Form type
4
Date filed
5/31/2022, 09:30 PM

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction BTMD Class V Common Stock Award $0 +704K $0.00 704K May 26, 2022 See footnote F1, F2, F3
transaction BTMD Class V Common Stock Other $0 +145K +20.59% $0.00 849K May 26, 2022 See footnote F1, F2, F3, F4
transaction BTMD Class V Common Stock Award $0 +18.7M $0.00 18.7M May 26, 2022 See footnote F1, F2, F5
transaction BTMD Class V Common Stock Other $0 +3.84M +20.59% $0.00 22.5M May 26, 2022 See footnote F1, F2, F4, F5

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 Retained Biote Units Award $0 +724K $0.00 704K May 26, 2022 Class A Common Stock 704K See footnote F2, F3, F6
transaction BTMD Retained Biote Units Other $0 +145K +20.59% $0.00 849K May 26, 2022 Class A Common Stock 145K See footnote F2, F3, F4, F6
transaction BTMD Retained Biote Units Award $0 +18.7M $0.00 18.7M May 26, 2022 Class A Common Stock 18.7M See footnote F2, F5, F6
transaction BTMD Retained Biote Units Other $0 +3.84M +20.59% $0.00 22.5M May 26, 2022 Class A Common Stock 3.84M See footnote F2, F4, F5, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 These shares of Class V Common Stock of the Issuer provide no economic rights in the Issuer to the holder thereof. However, each holder of Class V Common Stock will be entitled to vote with the holders of Class A Common Stock of the Issuer, with each share of Class V Common Stock entitling the holder to a number of votes equal to the number of Retained Biote Units held by such Class V Common Stock holder at the time of such vote.
F2 Received pursuant to the Business Combination Agreement between Haymaker Acquisition Corp. III, a Delaware corporation, Haymaker Sponsor III LLC, a Delaware limited liability company, BioTE Holdings, LLC, a Nevada limited liability company ("Biote"), BioTE Management, LLC, a Nevada limited liability company, Dr. Gary Donovitz, in his individual capacity and Teresa S. Weber, in her capacity as the members' representative (the "BCA").
F3 The securities are held by BioTE Management, LLC (the "LLC"). The Reporting Person is sole member of the LLC.
F4 Pursuant to the BCA, the Reporting Person acquired these earn-out securities which are subject to certain restrictions and potential forfeiture pending the achievement of certain earnout targets or the occurrence of a Change of Control.
F5 The securities are held by Gary S. Donovitz 2012 Irrevocable Trust (the "Trust"). The Reporting Person is a trustee of the Trust.
F6 The Retained Biote Units (the "Units") represent non-voting limited liability company interests of Biote. Pursuant to the terms of the Second Amended and Restated Operating Agreement, beginning November 26, 2022 these Units and an equivalent number of shares of Class V Common Stock are exchangeable on a one-for-one basis for shares of Class A Common Stock, subject to certain conditions or in certain circumstances, at the election of the Issuer in its capacity as the sole manager of Biote, the cash equivalent of the market value of one share of Class A common stock. These exchange rights do not expire.