Gary S. Donovitz - 26 May 2022 Form 4 Insider Report for biote Corp. (BTMD)

Source evidence Original filing metadata and source links for verification. 3 source fields
SEC form
4
Accepted by SEC
31 May 2022, 21:30:19 UTC
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s/ Morgan Lloyd, as Attorney-in-Fact for Gary S. Donovitz

Key filing fact

Gary S. Donovitz filed Form 4 for biote Corp. (BTMD) on 31 May 2022.

Key facts

  • This page summarizes Gary S. Donovitz's Form 4 filing for biote Corp. (BTMD).
  • 8 reported transactions and 4 derivative rows are listed below.
  • Accepted by SEC: 31 May 2022, 21:30.

Change

  • No earlier filing in this sequence is available for direct comparison.
  • Current net transaction value: $0.

Research use

  • This tells you what this filing adds before you inspect full transaction and derivative tables.
  • You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

BTMD transaction

Class V Common Stock

Award

Transaction value
$0
Shares
+703,808
Change %
Price
$0.000000
Shares after
703,808
Date
26 May 2022
Ownership
See footnote
Footnotes
F1, F2, F3
BTMD transaction

Class V Common Stock

Other

Transaction value
$0
Shares
+144,918
Change %
+21%
Price
$0.000000
Shares after
848,726
Date
26 May 2022
Ownership
See footnote
Footnotes
F1, F2, F3, F4
BTMD transaction

Class V Common Stock

Award

Transaction value
$0
Shares
+18,653,977
Change %
Price
$0.000000
Shares after
18,653,977
Date
26 May 2022
Ownership
See footnote
Footnotes
F1, F2, F5
BTMD transaction

Class V Common Stock

Other

Transaction value
$0
Shares
+3,840,969
Change %
+21%
Price
$0.000000
Shares after
22,494,946
Date
26 May 2022
Ownership
See footnote
Footnotes
F1, F2, F4, F5

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

BTMD transaction Derivative

Retained Biote Units

Award

Transaction value
$0
Shares
+723,551
Change %
Price
$0.000000
Shares after
703,808
Date
26 May 2022
Ownership
See footnote
Underlying class
Class A Common Stock
Underlying amount
703,808
Exercise price
Footnotes
F2, F3, F6
BTMD transaction Derivative

Retained Biote Units

Other

Transaction value
$0
Shares
+144,918
Change %
+21%
Price
$0.000000
Shares after
848,726
Date
26 May 2022
Ownership
See footnote
Underlying class
Class A Common Stock
Underlying amount
144,918
Exercise price
Footnotes
F2, F3, F4, F6
BTMD transaction Derivative

Retained Biote Units

Award

Transaction value
$0
Shares
+18,653,977
Change %
Price
$0.000000
Shares after
18,653,977
Date
26 May 2022
Ownership
See footnote
Underlying class
Class A Common Stock
Underlying amount
18,653,977
Exercise price
Footnotes
F2, F5, F6
BTMD transaction Derivative

Retained Biote Units

Other

Transaction value
$0
Shares
+3,840,969
Change %
+21%
Price
$0.000000
Shares after
22,494,946
Date
26 May 2022
Ownership
See footnote
Underlying class
Class A Common Stock
Underlying amount
3,840,969
Exercise price
Footnotes
F2, F4, F5, F6
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 6 footnotes

Footnote F1

These shares of Class V Common Stock of the Issuer provide no economic rights in the Issuer to the holder thereof. However, each holder of Class V Common Stock will be entitled to vote with the holders of Class A Common Stock of the Issuer, with each share of Class V Common Stock entitling the holder to a number of votes equal to the number of Retained Biote Units held by such Class V Common Stock holder at the time of such vote.

Footnote F2

Received pursuant to the Business Combination Agreement between Haymaker Acquisition Corp. III, a Delaware corporation, Haymaker Sponsor III LLC, a Delaware limited liability company, BioTE Holdings, LLC, a Nevada limited liability company ("Biote"), BioTE Management, LLC, a Nevada limited liability company, Dr. Gary Donovitz, in his individual capacity and Teresa S. Weber, in her capacity as the members' representative (the "BCA").

Footnote F3

The securities are held by BioTE Management, LLC (the "LLC"). The Reporting Person is sole member of the LLC.

Footnote F4

Pursuant to the BCA, the Reporting Person acquired these earn-out securities which are subject to certain restrictions and potential forfeiture pending the achievement of certain earnout targets or the occurrence of a Change of Control.

Footnote F5

The securities are held by Gary S. Donovitz 2012 Irrevocable Trust (the "Trust"). The Reporting Person is a trustee of the Trust.

Footnote F6

The Retained Biote Units (the "Units") represent non-voting limited liability company interests of Biote. Pursuant to the terms of the Second Amended and Restated Operating Agreement, beginning November 26, 2022 these Units and an equivalent number of shares of Class V Common Stock are exchangeable on a one-for-one basis for shares of Class A Common Stock, subject to certain conditions or in certain circumstances, at the election of the Issuer in its capacity as the sole manager of Biote, the cash equivalent of the market value of one share of Class A common stock. These exchange rights do not expire.

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