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

Role
Director
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, 09:43 PM
This filing has been restated, see here for the amended filing

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 +23.2M 23.2M Aug 22, 2023 Class A Common Stock 23.2M By LCG4 Best, L.P. F1, F2, F3, F4
* 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's founder.
F2 LCG4 Best, L.P. received 23,203,001 shares of Class B Common Stock of the Issuer in exchange for 300,000 shares of Class B Common Stock, 125,346 shares of Class C Preferred Stock and 7,165,842 shares of Class D 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 The Reporting Person is a controlling party of LCG4 Best, L.P. Therefore, the Reporting Person may be deemed to have voting power and dispositive power over the shares held by LCG4 Best, L.P. 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.