Ryan Kevin J converted options into 3,088,000 shares and covered exercise/tax liability with 1,087,387 shares (SEC Form 4)
$AURC
Finance: Consumer Services
Finance
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a 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). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Better Home & Finance Holding Co [ BETR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/07/2023 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Common Stock | 02/01/2024 | M | 3,088,000 | A | $0 | 3,088,000 | D | |||
| Class A Common Stock | 02/01/2024 | F | 1,087,387 | D | $0.62 | 2,000,613 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Class B Common Stock | (1) | 11/07/2023 | F | 75,998(2) | (1) | (1) | Class A Common Stock | 75,998 | $0.444 | 650,801 | D | ||||
| Class B Common Stock | (1) | 11/07/2023 | F | 6,398(2) | (1) | (1) | Class A Common Stock | 6,398 | $0.444 | 644,403 | D | ||||
| Class B Common Stock | (1) | 11/20/2023 | A | 3,951(3) | (1) | (1) | Class A Common Stock | 3,951 | $0 | 648,354 | D | ||||
| Class B Common Stock | (1) | 12/01/2023 | F | 5,640(2) | (1) | (1) | Class A Common Stock | 5,640 | $0.4531 | 642,714 | D | ||||
| Restricted Stock Units (Class A) | (4) | 02/01/2024 | A | 3,088,000 | (5) | (5) | Class A Common Stock | 3,088,000 | $0 | 3,088,000 | D | ||||
| Restricted Stock Units (Class A) | (4) | 02/01/2024 | M | 3,088,000 | (5) | (5) | Class A Common Stock | 3,088,000 | $0 | 0 | D | ||||
| Explanation of Responses: |
| 1. 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 the founder of Better. |
| 2. Consists of shares of Class B Common Stock withheld by the Issuer in order to satisfy the minimum tax withholding obligations of the reporting person arising in connection with the vesting of previously granted and reported restricted stock units representing the right to receive one share of Class B Common Stock, which were inadvertently omitted in prior Form 4 filings between August 24, 2023 and December 1, 2023. |
| 3. Reflects shares of Class B Common Stock issued to the Reporting Person as a correction for the number of shares withheld for tax purposes in connection with the August 22, 2023 vesting event. |
| 4. Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class A Common Stock. |
| 5. The restricted stock units were granted and became fully vested on February 1, 2024. |
| Remarks: |
| /s/ Max Goodman, Attorney-in-Fact | 02/05/2024 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||