Initial Statement of Beneficial Ownership (3)
November 02 2021 - 6:00AM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
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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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1. Name and Address of Reporting Person
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Zamirowski Justin |
2. Date of Event Requiring Statement (MM/DD/YYYY)
10/28/2021
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3. Issuer Name and Ticker or Trading Symbol
Better Therapeutics, Inc. [BTTX]
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(Last)
(First)
(Middle)
C/O BETTER THERAPEUTICS, INC., 548 MARKET STREET, #49404 |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director _____ 10% Owner ___X___ Officer (give title below) _____ Other (specify below) Chief Commercial Officer / |
(Street)
SAN FRANCISCO, CA 94104
(City)
(State)
(Zip)
| 5. If Amendment, Date Original Filed(MM/DD/YYYY)
| 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 4) | 2. Date Exercisable and Expiration Date (MM/DD/YYYY) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) |
Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Stock Option (Right to Buy) (1)(2) | (3) | 8/13/2030 | Common Stock | 80539 | $0.50 (2) | D | |
Stock Option (Right to Buy) (1)(2) | (4) | 4/5/2031 | Common Stock | 77081 | $11.38 (2) | D | |
Explanation of Responses: |
(1) | Pursuant to the Agreement and Plan of Merger, dated April 6, 2021, as amended (the "Merger Agreement"), by and among Mountain Crest Acquisition Corp. II ("Issuer"), MCAD Merger Sub Inc. ("Merger Sub") and Better Therapeutics, Inc. ("BTX"), on October 28, 2021, Merger Sub merged with and into BTX, with BTX surviving the merger as a wholly-owned subsidiary of Issuer (such merger and the other transactions contemplated by the Merger Agreement, the "Business Combination"). |
(2) | At the effective time of the Business Combination ("Effective Time"), each BTX stock option was converted to a stock option to purchase the number of shares of Issuer common stock (the "Assumed Option") equal to the product of (i) the number of shares of BTX common stock subject to the BTX stock option and (ii) 0.9475 (the "Exchange Ratio"), and the exercise price per share of the Assumed Option (rounded up to the nearest whole cent) shall be equal to the quotient obtained by dividing (i) the exercise price per share of the BTX stock option by (ii) the Exchange Ratio. Each Assumed Option will continue to be subject to the terms and conditions set forth in the BTX 2020 Stock Option and Grant Plan, as amended. Issuer subsequently changed its name to Better Therapeutics, Inc. |
(3) | The Assumed Option vests as to 1/4th of the shares subject to the Assumed Option on July 27, 2021 and the remaining shares vest in 36 equal monthly installments thereafter, provided the Reporting Person continues to have a service relationship with Issuer on each vesting date. The Assumed Option was granted on August 14, 2020. |
(4) | Following the Issuer's filing of Form S-8 to register the shares subject to the Assumed Option, the Assumed Option shall vest in equal monthly installments over 48 months after April 6, 2021, provided the Reporting Person continues to have a service relationship with Issuer on each vesting date. The Assumed Option was granted on April 6, 2021. |
Remarks: Exhibit 24 - Power of Attorney |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Zamirowski Justin C/O BETTER THERAPEUTICS, INC. 548 MARKET STREET, #49404 SAN FRANCISCO, CA 94104 |
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| Chief Commercial Officer |
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Signatures
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/s/ Mark Heinen, Attorney-in-Fact for Justin Zamirowski | | 11/1/2021 |
**Signature of Reporting Person | Date |
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