Statement of Changes in Beneficial Ownership (4)
November 02 2021 - 6:00AM
Edgar (US Regulatory)
FORM 4
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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).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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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Liu Suying |
2. Issuer Name and Ticker or Trading Symbol
Better Therapeutics, Inc.
[
BTTX
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
548 MARKET STREET, #49404 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
10/28/2021 |
(Street)
SAN FRANCISCO, CA 94104
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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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 Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 10/28/2021 | | J(1) | | 14250 | A | (2) | 1388250 | I | See Footnote (3) |
Common Stock | 10/28/2021 | | J(4) | | 1388250 | A | (4) | 0 | I | See Footnote (3) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
Rights | $0.00 | 10/28/2021 | | J (5) | | 142500 | | (5) | (5) | Common Stock | 14250 | (5) | 0 | I | See Footnote (3) |
Stock Option (Right to Buy) | $10.97 | 10/28/2021 | | A | | 28300 | | (6) | 10/27/2031 | Common Stock | 28300 | $0.00 | 28300 | D | |
Explanation of Responses: |
(1) | Acquired 14,250 shares of common stock through the automatic conversion of rights whereby 142,500 rights automatically converted into 14,250 shares of common stock upon consummation of the business combination between Mountain Crest Acquisition Corp II ("Mountain Crest II") and Better Therapeutics Inc. ("Business Combination"). |
(2) | No consideration was paid as these shares were acquired as a result of the automatic conversion of rights upon consummation of the Business Combination. |
(3) | Shares of common stock held by Mountain Crest Capital LLC of which Dr. Suying Liu and Mr. Dong Liu were the Managing Members prior to October 28, 2021. On October 28, 2021, Dr. Suying Liu resigned from his position as a managing member of Mountain Crest Capital LLC. |
(4) | On October 28, 2021, Dr. Suying Liu resigned from his position as a managing member of Mountain Crest Capital LLC and no longer beneficially owns the shares held by it. |
(5) | Disposition of 142,500 rights through the automatic conversion of such rights into 14,250 shares of common stock upon consummation of the Business Combination. |
(6) | Following the Issuer's filing of Form S-8 to register the shares subject to the stock option, the stock option vests as to 1/3 of the shares subject to the stock option on October 28, 2022 and the remaining shares vest in 24 equal monthly installments thereafter, provided the Reporting Person continues to have a service relationship with Issuer on each vesting date. The stock option was granted on October 28, 2021. |
Remarks: Exhibit 24 - Power of Attorney |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Liu Suying 548 MARKET STREET, #49404 SAN FRANCISCO, CA 94104 | X |
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Signatures
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/s/ Mark Heinen, Attorney-in-Fact for Suying Liu | | 11/1/2021 |
**Signature of Reporting Person | Date |
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