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

Role
Chief Executive Officer, Director, 10%+ Owner
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, 09:41 PM
Next filing
Jan 26, 2024

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 Award +70M 70M Aug 22, 2023 Class A Common Stock 70M Direct F1, F2, F3
transaction BETR Class B Common Stock Award +6.52M 6.52M Aug 22, 2023 Class A Common Stock 6.52M By 1/0 Real Estate, LLC F1, F4, F5
transaction BETR Stock Option Award +6.11M 6.11M Aug 22, 2023 Class B Common Stock 6.11M $1.12 Direct F6, F7
transaction BETR Stock Option Award +6.11M 6.11M Aug 22, 2023 Class B Common Stock 6.11M $8.95 Direct F6, F7
transaction BETR Stock Option Award +12.2M 12.2M Aug 22, 2023 Class B Common Stock 12.2M $1.12 Direct F6, F8
* 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 69,968,042 shares of Class B Common Stock of the Issuer in exchange for 21,178,851 shares of Class B Common Stock, 250,000 shares of Series B Preferred Stock and 1,462,373 shares of Series C Preferred Stock 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 1/0 Real Estate, LLC received 6,522,761shares of Class B Common Stock of the Issuer in exchange for 64,806 shares of Class B Common Stock and 2,069,207 shares of Series A Preferred Stock of Better Holdco pursuant to the Merger Agreement. Please see footnote 2 of this Form 4 for further details.
F5 The Reporting Person is the controlling member of 1/0 Holdco, LLC, which wholly owns 1/0 Real Estate, LLC. Therefore, the Reporting Person may be deemed to have voting power and dispositive power over the shares held by 1/0 Real Estate, LLC. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
F6 The options are vested and currently exercisable.
F7 The Reporting Person received 6,113,141 options to purchase shares of Issuer's Class B Common Stock in exchange for 2,000,000 options to purchase shares of Better Holdco common stock in connection with the Merger Agreement.
F8 The Reporting Person received 12,226,282 options to purchase shares of Issuer's Class B Common Stock in exchange for 4,000,000 options to purchase shares of Better Holdco common stock in connection with the Merger Agreement.