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 | +5.98M | 5.98M | Aug 22, 2023 | Class A Common Stock | 5.98M | Direct | F1, F2 | ||||
transaction | BETR | Class B Common Stock | Options Exercise | +1.17M | +19.54% | 7.15M | Aug 22, 2023 | Class A Common Stock | 1.17M | Direct | F1, F3 | |||
transaction | BETR | Class B Common Stock | Award | +1.22M | 1.22M | Aug 22, 2023 | Class A Common Stock | 1.22M | By the Nicholas J. Calamari Family Trust | F1, F4, F5 | ||||
transaction | BETR | Class B Common Stock | Award | +1.22M | 1.22M | Aug 22, 2023 | Class A Common Stock | 1.22M | By the Anika G Austin Descendants Trust | F1, F6, F7 | ||||
transaction | BETR | Restricted Stock Units | Award | $0 | +1.53M | $0.00 | 1.53M | Aug 22, 2023 | Class B Common Stock | 1.53M | Direct | F3, F8, F9 | ||
transaction | BETR | Restricted Stock Units | Options Exercise | $0 | -764K | -50% | $0.00 | 764K | Aug 22, 2023 | Class B Common Stock | 764K | Direct | F3, F8, F9 | |
transaction | BETR | Restricted Stock Units | Award | $0 | +404K | +52.89% | $0.00 | 1.17M | Aug 22, 2023 | Class B Common Stock | 404K | Direct | F3, F8, F10 | |
transaction | BETR | Restricted Stock Units | Options Exercise | $0 | -404K | -34.59% | $0.00 | 764K | Aug 22, 2023 | Class B Common Stock | 404K | Direct | F3, F8, F10 |
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. |
Chief Administrative Officer