Harit Talwar - 22 Aug 2023 Form 4/A - Amendment Insider Report for Better Home & Finance Holding Co (BETR)

Role
Director
Signature
/s/ Max Goodman, Attorney-in-Fact
Issuer symbol
BETR
Transactions as of
22 Aug 2023
Net transactions value
$0
Form type
4/A - Amendment
Filing time
11 Dec 2023, 17:21:42 UTC
Date Of Original Report
24 Aug 2023
Previous filing
29 Jun 2023
Next filing
03 Nov 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 Restricted Stock Units Options Exercise $0 -773,694 -31% $0.000000 1,702,128 22 Aug 2023 Class B Common Stock 773,694 Direct F1, F2, F3, F4
transaction BETR Class B Common Stock Options Exercise +773,694 773,694 22 Aug 2023 Class A Common Stock 773,694 Direct F1, F3, F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On August 24, 2023, the Reporting Person filed a Form 4 that inadvertently reported that 1/16th of the restricted stock units vested on August 22, 2023. In fact, as reported in this amendment, 5/16ths of the restricted stock units (773,694 restricted stock units) vested on August 22, 2023. On December 11, 2023, the Reporting Person directly owns 928,433 shares of Class B Common Stock and 4,023,211 restricted stock units.
F2 Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class B Common Stock.
F3 The restricted stock units were granted on May 23, 2022. 1/16ths of the restricted stock units will vest on the first day of each three (3)-month period following May 1, 2022, with the first such quarterly vesting date to occur on August 1, 2022, subject to the Reporting Person's continuous service on the Board of Directors of the Issuer through each such date.
F4 The Reporting Person received 4,951,644 restricted stock units of the Issuer in exchange for 1,620,000 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. 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".
F5 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.