J. Calamari Nicholas - Dec 1, 2024 Form 4/A - Amendment Insider Report for Better Home & Finance Holding Co (BETR)

Signature
/s/ Max Goodman, Attorney-in-Fact
Stock symbol
BETR
Transactions as of
Dec 1, 2024
Transactions value $
-$53,765
Form type
4/A - Amendment
Date filed
12/5/2024, 05:04 PM
Date Of Original Report
Dec 3, 2024
Previous filing
Nov 5, 2024
Next filing
Dec 5, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction BETR Class A Common Stock Sale -$37.8K -2.69K -18.44% $14.07 11.9K Dec 2, 2024 Direct F1, F2
transaction BETR Class A Common Stock Sale -$11.9K -800 -6.73% $14.88 11.1K Dec 2, 2024 Direct F1, F3

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 Options Exercise $0 +636 +0.51% $0.00 125K Dec 1, 2024 Class A Common Stock 636 Direct F4, F5
transaction BETR Class B Common Stock Tax liability -$4.05K -257 -0.21% $15.77 125K Dec 1, 2024 Class A Common Stock 257 Direct F4
transaction BETR Restricted Stock Units (Class B) Options Exercise $0 -636 -11.09% $0.00 5.1K Dec 1, 2024 Class B Common Stock 636 Direct F5, F6
holding BETR Class B Common Stock 24.5K Dec 1, 2024 Class A Common Stock 24.5K By the Nicholas J. Calamari Family Trust F4
holding BETR Class B Common Stock 24.5K Dec 1, 2024 Class A Common Stock 24.5K By the Anika G Austin Descendants Trust F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id Content
F1 The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 28, 2024.
F2 The price reported in Column 4 is a weighted average price for shares sold in multiple transactions. The sale prices range from $13.61 to $14.50 per share. The reporting person has provided to the issuer, and undertakes to provide to the staff of the Securities and Exchange Commission or any security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the range.
F3 The price reported in Column 4 is a weighted average price for shares sold in multiple transactions. The sale prices range from $14.81 to $15.05 per share. The reporting person has provided to the issuer, and undertakes to provide to the staff of the Securities and Exchange Commission or any security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the range.
F4 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, Inc.'s founder.
F5 Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class B Common Stock.
F6 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 August 1, 2025, subject to the Reporting Person's continued employment. The liquidity-based criteria was satisfied on August 22, 2023, upon the consummation of the business combination between the Issuer (f/k/a Aurora Acquisition Corp), Aurora Merger Sub I, Inc. and Better HoldCo, Inc.

Remarks:

Chief Administrative Officer