SEC FORM 4

SEC FORM 4 SEC Form 4

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).

1. Name and Address of Reporting Person^*

Roystone Capital Management LP

(Last)

(First)

(Middle)

767 THIRD AVENUE

29TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
biote Corp. [ BTMD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/09/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Rule 10b5-1(c) Transaction Indication

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A common stock, par value $0.0001 per share	06/09/2023		J		99,372	A	⁽²⁾	3,070,938	I	See footnote⁽¹⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrants	⁽²⁾	06/09/2023		J			432,055	⁽²⁾	⁽²⁾	Class A common stock, par value $0.0001 per share	⁽²⁾	⁽²⁾	0	I	See footnote⁽¹⁾

1. Name and Address of Reporting Person^*

Roystone Capital Management LP

(Last)

(First)

(Middle)

767 THIRD AVENUE

29TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Roystone Capital Holdings LLC

(Last)

(First)

(Middle)

767 THIRD AVENUE

29TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Guines LLC

(Last)

(First)

(Middle)

767 THIRD AVENUE

29TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Barrera Richard R

(Last)

(First)

(Middle)

767 THIRD AVENUE

29TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

Explanation of Responses:

1. The reported securities are owned directly by Guines LLC ("Guines") and may be deemed to be indirectly beneficially owned by (i) Roystone Capital Management LP ("Roystone"), the investment adviser to Guines (ii) Roystone Capital Holdings LLC ("Holdings"), the general partner of Roystone and (iii) Richard Barrera, the managing member of Holdings. The Reporting Persons disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

2. The reported warrants were exchanged for shares of Class A Common Stock pursuant to an exchange offer from the Issuer. Each warrant holder whose warrants were exchanged pursuant to the exchange offer received 0.23 shares of the Issuer's Class A Common Stock for each warrant tendered by such holder and exchanged. No fractional shares of Class A Common Stock were issued pursuant to the exchange offer, with fractional shares paid in cash (without interest). The foregoing description of the exchange offer does not purport to be complete and is subject to, and qualified in its entirety by, the S-4 of the Issuer filed on May 9, 2023, which is incorporated herein by reference.

	Roystone Capital Management LP, By: Roystone Capital Holdings LLC, its general partner By: /s/ Laura Roche, Chief Financial Officer	06/23/2023
	Roystone Capital Holdings LLC, By: /s/ Richard Barrera, Managing Member	06/23/2023
	Guines LLC, By: /s/ Richard Barrera, Managing Member	06/23/2023
	/s/ Richard Barrera	06/23/2023
	** 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).
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SEC Form 4 filed by Roystone Capital Management Lp