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

Signature
/s/ Max Goodman, Attorney-in-Fact
Issuer symbol
BETR
Transactions as of
22 Aug 2023
Net transactions value
$0
Form type
4
Filing time
24 Aug 2023, 21:44:23 UTC
Next filing
06 Sep 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 Award +5,978,074 5,978,074 22 Aug 2023 Class A Common Stock 5,978,074 Direct F1, F2
transaction BETR Class B Common Stock Options Exercise +1,168,300 +20% 7,146,374 22 Aug 2023 Class A Common Stock 1,168,300 Direct F1, F3
transaction BETR Class B Common Stock Award +1,222,903 1,222,903 22 Aug 2023 Class A Common Stock 1,222,903 By the Nicholas J. Calamari Family Trust F1, F4, F5
transaction BETR Class B Common Stock Award +1,222,903 1,222,903 22 Aug 2023 Class A Common Stock 1,222,903 By the Anika G Austin Descendants Trust F1, F6, F7
transaction BETR Restricted Stock Units Award $0 +1,528,285 $0.000000 1,528,285 22 Aug 2023 Class B Common Stock 1,528,285 Direct F3, F8, F9
transaction BETR Restricted Stock Units Options Exercise $0 -764,096 -50% $0.000000 764,189 22 Aug 2023 Class B Common Stock 764,096 Direct F3, F8, F9
transaction BETR Restricted Stock Units Award $0 +404,204 +53% $0.000000 1,168,393 22 Aug 2023 Class B Common Stock 404,204 Direct F3, F8, F10
transaction BETR Restricted Stock Units Options Exercise $0 -404,204 -35% $0.000000 764,189 22 Aug 2023 Class B Common Stock 404,204 Direct F3, F8, F10
* 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 5,978,074 shares of Class B Common Stock of the Issuer in exchange for 1,955,811 shares of common 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. 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".
F3 The Reporting Person received 1,932,489 restricted stock units of the Issuer, of which 1,168,300 were vested as of the date of the Business Combination, in exchange for 632,241 restricted stock units of Better Holdco in connection with the Merger Agreement.
F4 The Nicholas J. Calamari Family Trust received 1,222,903 shares of Class B Common Stock of the Issuer in exchange for 400,090 shares of common stock of Better Holdco pursuant to the Merger Agreement.
F5 The Reporting Person is the controlling party of the Nicholas J. Calamari Family Trust. Therefore, the Reporting Person may be deemed to have voting power and dispositive power over the shares held by the Nicholas J. Calamari Family Trust. 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 Anika G Austin Descendants Trust received 1,222,903 shares of Class B Common Stock of the Issuer in exchange for 400,090 shares of common stock of Better Holdco pursuant to the Merger Agreement.
F7 The Reporting Person is the spouse of the beneficiary of the Anika G Austin Descendants Trust. Therefore, the Reporting Person may be deemed to have voting power and dispositive power over the shares held by the Anika G Austin Descendants Trust. 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.
F8 Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class B Common Stock.
F9 The restricted stock units were granted on October 1, 2022 and will vest subject to both time- and liquidity-based criteria. Under the time-based criteria, the Reporting Person was vested in 14/48ths of the restricted stock units 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, subject to the Reporting Person's continued employment. The liquidity-based criteria was satisfied upon the consummation of the Business Combination.
F10 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.

Remarks:

Chief Administrative Officer