Kevin J. Ryan - Aug 22, 2023 Form 4 Insider Report for Better Home & Finance Holding Co (BETR)

Signature
/s/ Max Goodman, Attorney-in-Fact
Stock symbol
BETR
Transactions as of
Aug 22, 2023
Transactions value $
$0
Form type
4
Date filed
8/24/2023, 09:40 PM
Next filing
Sep 6, 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 Options Exercise +170K 170K Aug 22, 2023 Class A Common Stock 170K Direct F1, F2, F3
transaction BETR Class B Common Stock Award +528K +310.23% 698K Aug 22, 2023 Class A Common Stock 528K Direct F1, F4
transaction BETR Restricted Stock Units Award $0 +229K $0.00 229K Aug 22, 2023 Class B Common Stock 229K Direct F1, F5, F6
transaction BETR Restricted Stock Units Options Exercise $0 -71.6K -31.25% $0.00 158K Aug 22, 2023 Class B Common Stock 71.6K Direct F1, F5, F6
transaction BETR Restricted Stock Units Award $0 +98.5K +62.53% $0.00 256K Aug 22, 2023 Class B Common Stock 98.5K Direct F1, F5, F7
transaction BETR Restricted Stock Units Options Exercise $0 -98.5K -38.47% $0.00 158K Aug 22, 2023 Class B Common Stock 98.5K Direct F1, F5, F7
transaction BETR Stock Option Award +3.06M 3.06M Aug 22, 2023 Class B Common Stock 3.06M $1.12 Direct F8, F9
* 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 The Reporting Person received 327,790 restricted stock units of the Issuer, of which 170,183 restricted stock units were vested as of the date of the Business Combination (as defined below), in exchange for 107,241 restricted stock units 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.
F3 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".
F4 The Reporting Person received 527,961 restricted shares of Issuer's Class B Common Stock in exchange for 172,730 restricted shares of Better Holdco common stock in connection with the Merger Agreement. The restricted shares are subject to certain time-vesting restrictions and will vest in equal monthly installments over a period of four years, subject to the Reporting Person's continued employment.
F5 Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class B Common Stock.
F6 The restricted stock units were granted on March 1, 2022 and will vest subject to both time- and liquidity-based criteria. Under the time-based criteria, 14/48ths of the restricted stock units became vested on the grant date and the remaining restricted stock units will vest in equal 1/48ths of the restricted stock units on the first business day of each month such that the restricted stock units will be fully vested as of July 1, 2025. The liquidity-based criteria was satisfied upon the consummation of the Business Combination.
F7 The restricted stock units were granted on March 11, 2023 and will vest subject to both time- and liquidity-based criteria. The time-based criteria was satisfied in full on May 1, 2023 and the liquidity-based criteria was satisfied upon the consummation of the Business Combination.
F8 The options were granted on December 12, 2022. 445,749 options have vested, and the remaining 2,610,822 options will vest in equal 1/48ths installments on the first business day of each month such that the stock options will be fully vested on December 12, 2026.
F9 The Reporting Person received 3,056,571 options to purchase shares of Issuer's Class B Common Stock in exchange for 1,000,000 options to purchase shares of Better Holdco common stock in connection with the Merger Agreement.