Sec Form 4 Filing - PERRY DAVID P @ Better Therapeutics, Inc. - 2023-07-27

FORM 4 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) Executive Chairman (Last) (First) (Middle) C/O BETTER THERAPEUTICS, INC., 548 MARKET STREET, #49404 3. Date of Earliest Transaction (MM/DD/YY) 07/27/2023 (Street) SAN FRANCISCO, CA94104 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 07/27/2023 P( 1 )( 2 ) 1,233,045 A $ 0.7299 13,030,393 I By Perry Trust ( 3 ) Common Stock 3,636,364 I By Maule-fFinch Trust ( 4 ) Common Stock 293,150 I By spouse ( 5 ) Common Stock 21,336 I By Pensus Limited Trust ( 6 ) Common Stock 101,536 D

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 Executive Chairman Signatures /s/ Mark Heinen, Attorney-in-Fact for David P. Perry 07/31/2023 Signature of Reporting Person Date /s/ Mark Heinen, Attorney-in-Fact for David P. Perry 2015 Trust 07/31/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On July 25, 2023, the Issuer entered into a Securities Purchase Agreement with certain investors (the "PIPE Investors") in a private placement offering, pursuant to which the PIPE Investors agreed to purchase shares of Issuer common stock for $0.7299 per share. ( 2 )As one of the PIPE Investors, the David P. Perry 2015 Trust (the "Perry Trust") acquired 1,233,045 shares of Issuer common stock on July 27, 2023 for $0.7299 per share. ( 3 )These shares are owned directly by the Perry Trust, a ten percent owner of the Issuer, and indirectly by David P. Perry ("Perry") as trustee of the Perry Trust. Perry is an officer, director and ten percent owner of the Issuer. ( 4 )These shares are owned directly by the Georgianna Maule-Ffinch 2015 Trust (the "Maule-Ffinch Trust"), a ten percent owner of the Issuer and indirectly by Perry's spouse, Georgianna Maule-Ffinch ("Maule-Ffinch"), as the sole trustee of the Maule-Ffinch Trust, for the benefit of Maule-Ffinch and her children. Perry disclaims beneficial ownership of these securities, and the filing of this Form 4 is not an admission that Perry is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. ( 5 )These shares are owned directly by Maule-Ffinch. ( 6 )These shares are owned directly by Doland R. Leo, Trustee of Pensus Limited Trust dated 06/12/2010 FBO Georgianna Maule-Ffinch (the "Pensus Limited Trust") for the benefit of Maule-Ffinch. Perry disclaims beneficial ownership of these securities, and the filing of this Form 4 is not an admission that Perry is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

Remarks: Executive Chairman of the Board of Directors

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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