Marc D. Beer - Jan 6, 2023 Form 4 Insider Report for biote Corp. (BTMD)

Role: Director
Signature: /s/ Marybeth Conlon, as Attorney-in-Fact for Marc D. Beer
Stock symbol: BTMD
Transactions as of: Jan 6, 2023
Transactions value $: -$2,596,152
Form type: 4
Date filed: 1/10/2023, 03:25 PM
Previous filing: Nov 18, 2022
Next filing: May 19, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	BTMD	Class A Common Stock	Conversion of derivative security	$0	+865K		$0.00	865K	Jan 6, 2023	Direct	F1
transaction	BTMD	Class V Common Stock	Other	$0	-865K	-22.58%	$0.00	2.97M	Jan 6, 2023	Direct	F1, F2, F3
transaction	BTMD	Class A Common Stock	Sale	-$2.6M	-865K	-100%	$3.00	0	Jan 9, 2023	Direct

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	Conversion of derivative security	$0	-865K	-22.58%	$0.00	2.97M	Jan 6, 2023	Class A Common Stock	865K		Direct	F1, F3, F4

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

Explanation of Responses:

Id	Content
F1	Represents the exchange of Retained Biote Units ("Units") for shares of Class A Common Stock and the cancellation of an equivalent number of shares of Class V Common Stock in connection therewith.
F2	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 Units held by such Class V Common Stock holder at the time of such vote.
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 ("the BCA").
F4	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.