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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PERRY DAVID P |
2. Issuer Name and Ticker or Trading Symbol
Better Therapeutics, Inc.
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BTTX
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner __X__ Officer (give title below) _____ Other (specify below) See Remarks |
(Last)
(First)
(Middle)
C/O BETTER THERAPEUTICS, INC., 548 MARKET STREET, #49404 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
4/30/2021 |
(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)
___ Form filed by One Reporting Person
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X
_ 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 | 4/30/2021 (1) | | P | | 2000 | A | $9.95 | 2000 | D | |
Common Stock | 5/4/2021 (1) | | P | | 3476 | A | $9.93 | 5476 | D | |
Common Stock | 5/13/2021 (1) | | P | | 7000 | A | $9.93 | 12476 | D | |
Common Stock | 5/14/2021 (1) | | P | | 3060 | A | $9.93 | 15536 | D | |
Common Stock | 5/21/2021 (1) | | P | | 8000 | A | $9.95 | 23536 | D | |
Common Stock | 5/24/2021 (1) | | P | | 8000 | A | $9.94 | 31536 | D | |
Common Stock | 5/26/2021 (1) | | P | | 20000 | A | $9.95 | 51536 | D | |
Common Stock | 10/28/2021 | | A(3)(4) | | 10164015 | A | (3)(4) | 10215551 | I | By David P. Perry 2015 Trust (2) |
Common Stock | 10/28/2021 | | A(3)(4) | | 293150 | A | (3)(4) | 10508701 | I | By spouse (5) |
Common Stock | 10/28/2021 | | A(3)(4) | | 21336 | A | (3)(4) | 10530037 | I | By Pensus Limited Trust (6) |
Common Stock | 10/28/2021 | | P(7) | | 200000 | A | $10.00 | 10730037 | I | By David P. Perry 2015 Trust (2) |
Common Stock | 10/28/2021 | | A(8) | | 100000 | A | $10.00 | 10830037 | I | By David P. Perry 2015 Trust (2) |
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 |
Stock Option (Right to Buy) | $10.97 | 10/28/2021 | | A | | 28300 | | (9) | 10/27/2031 | Common Stock | 28300 | $0.00 | 28300 | D | |
Explanation of Responses: |
(1) | This transaction occurred prior to the Business Combination (as defined below), and is being reported on Form 4 solely for purposes of compliance with Rule 16a-2(a) under the Securities Exchange Act of 1934, as amended. The securities covered by such transaction were previously included on David P. Perry's Form 3. |
(2) | These shares are owned directly by the David P. Perry 2015 Trust (the "Perry Trust"), a ten percent owner of Issuer, and indirectly by Mr. Perry as trustee of the Perry Trust. Mr. Perry is an officer, director and ten percent owner of Issuer. |
(3) | 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"). |
(4) | At the effective time of the Business Combination (the "Effective Time"), each share of BTX common stock (including shares of BTX common stock resulting from the conversion of BTX preferred stock and BTX Simple Agreements for Future Equity) was converted into a right to receive the number of shares of Issuer common stock equal to the product of the number of shares of BTX common stock and 0.9475 (the "Exchange Ratio"), with fractional shares rounded to the nearest whole share. Issuer subsequently changed its name to Better Therapeutics, Inc. |
(5) | These shares are owned directly by Mr. Perry's spouse, Georgianna Maule-Ffinch. |
(6) | These shares are owned directly by Donald R. Leo, Trustee of Pensus Limited Trust dated 06/12/2010 FBO Georgianna Maule-Ffinch (the "Pensus Limited Trust") for the benefit of Georgianna Maule-Ffinch. |
(7) | These shares were acquired pursuant to a stock purchase agreement by and between Issuer, Mountain Crest Capital LLC and the Perry Trust, whereby Mountain Crest Capital LLC transferred such shares to the Perry Trust at the Effective Time. |
(8) | On April 6, 2021, Issuer entered into subscription agreements with certain investors (the "PIPE Investors") pursuant to which the PIPE Investors agreed to purchase shares of Issuer common stock for $10.00 per share in connection with, and conditioned upon, the substantially concurrent consummation of certain transactions, including the Business Combination. As one of the PIPE Investors, on April 6, 2021, the Perry Trust acquired 100,000 shares of Issuer common stock for $10.00 per share. |
(9) | 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 Mr. Perry continues to have a service relationship with Issuer on each vesting date. The stock option was granted on October 28, 2021. |
Remarks: Executive Chairman of the Board of Directors |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
PERRY DAVID P C/O BETTER THERAPEUTICS, INC. 548 MARKET STREET, #49404 SAN FRANCISCO, CA 94104 | X | X | See Remarks |
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David P. Perry 2015 Trust C/O BETTER THERAPEUTICS, INC. 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 David P. Perry | | 11/1/2021 |
**Signature of Reporting Person | Date |
/s/ Mark Heinen, Attorney-in-Fact for David P. Perry 2015 Trust | | 11/1/2021 |
**Signature of Reporting Person | Date |
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