Pbra, Llc - Aug 22, 2023 Form 4 Insider Report for Better Home & Finance Holding Co (BETR)

Role: 10%+ Owner
Signature: PBRA, LLC, By: /s/ Howard Newman, Chairman, Chief Executive Officer
Stock symbol: BETR
Transactions as of: Aug 22, 2023
Transactions value $: $0
Form type: 4
Date filed: 8/24/2023, 09:05 PM
Previous filing: Jun 27, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	BETR	Class A Common Stock	Conversion of derivative security		+49.8M			49.8M	Aug 22, 2023	By Pine Brook Capital Partners II, L.P.	F1, F2, F3

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	Conversion of derivative security	$0	-49.8M	-100%	$0.00^*	0	Aug 22, 2023	Class A Common Stock	49.8M		By Pine Brook Capital Partners II, L.P.	F1, F2, F3

* 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 holder 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: (i) in connection with any transfer, whether or not for value, except for certain permitted transfers described in the Issuer's amended and restated certificate of incorporation, (ii) on the trading day falling on or immediately after the date on which 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, (continued in Footnote 2)
F2	(Continued from Footnote 1) (iii) on the trading day falling on or immediately after the affirmative vote of 85% of the voting power of the then outstanding shares of Class B Common Stock, voting as a single class; and (iv) on any trading day specified by the board of directors of Better Home & Finance Holding Company ("Better") no less than sixty nor more than 180 days following the date of the death or permanent disability of Better's founder.
F3	Pine Brook Road Associates II, L.P. ("PBRA II") is the general partner of Pine Brook Capital Partners II, L.P. PBRA, LLC is the general partner of PBRA II. Pine Brook Road Advisors, L.P. controls the investment advisor of Pine Brook Capital Partners II, L.P. PBRA, LLC is the general partner of Pine Brook Road Advisors, L.P. Howard Newman is the managing member of PBRA, LLC. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of its or his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.