Teresa S. Weber - May 26, 2022 Form 4/A - Amendment Insider Report for biote Corp. (BTMD)

Role: Chief Executive Officer, Director
Signature: /s/ Morgan Lloyd, as Attorney-in-Fact for Teresa S. Weber
Stock symbol: BTMD
Transactions as of: May 26, 2022
Transactions value $: $0
Form type: 4/A - Amendment
Date filed: 9/19/2022, 04:11 PM
Date Of Original Report: May 31, 2022
Next filing: Sep 19, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	BTMD	Class V Common Stock	Other	$0	+654K	+20.59%	$0.00	3.83M	May 26, 2022	Direct	F1, F2, F3, 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	Retained Biote Units	Other	$0	+654K	+20.59%	$0.00	3.83M	May 26, 2022	Class A Common Stock	654K		Direct	F2, F3, 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	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.
F3	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.
F4	This Form 4 amendment is being filed to correct the original Form 4 filed on May 31, 2022. The Amount of Securities Beneficially Owned Following Reported Transaction(s) was inadvertently stated incorrectly on the original Form 4.
F5	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.
F6	This Form 4 amendment is being filed to correct the original Form 4 filed on May 31, 2022. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) was inadvertently stated incorrectly on the original Form 4.