Sec Form 3 Filing - PERRY DAVID P @ Better Therapeutics, Inc. - 2021-10-28

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
PERRY DAVID P
2. Issuer Name and Ticker or Trading Symbol
Better Therapeutics, Inc. [ BTTX]
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/YY)
10/28/2021
(Street)
SAN FRANCISCO, CA94104
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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
Common Stock 51,536 D
Common Stock 10,164,015 ( 1 ) ( 2 ) I By David P. Perry 2015 Trust ( 3 )
Common Stock 293,150 ( 1 ) ( 2 ) I By spouse ( 4 )
Common Stock 21,336 ( 1 ) ( 2 ) I By Pensus Limited Trust ( 5 )
Common Stock 200,000 ( 6 ) I By David P. Perry 2015 Trust ( 3 )
Common Stock 100,000 ( 7 ) I By David P. Perry 2015 Trust ( 3 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
PERRY DAVID P
C/O BETTER THERAPEUTICS, INC.
548 MARKET STREET, #49404
SAN FRANCISCO, CA94104
X X See Remarks
David P. Perry 2015 Trust
C/O BETTER THERAPEUTICS, INC.
548 MARKET STREET, #49404
SAN FRANCISCO, CA94104
X
Signatures
/s/ Mark Heinen, Attorney-in-Fact for David P. Perry 11/01/2021
Signature of Reporting Person Date
/s/ Mark Heinen, Attorney-in-Fact for David P. Perry 2015 Trust 11/01/2021
Signature of Reporting Person Date
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 (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.
( 3 )These shares are owned directly by the David P. Perry 2015 Trust (the "Perry Trust"), a ten percent owner of Issuer, and indirectly by David P. Perry as trustee of the Perry Trust. Mr. Perry is an officer, director and ten percent owner of Issuer.
( 4 )These shares are owned directly by Mr. Perry's spouse, Georgianna Maule-Ffinch.
( 5 )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.
( 6 )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.
( 7 )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.

Remarks:
Executive Chairman of the Board of DirectorsExhibit 24 - Power of Attorney

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