Sec Form 4 Filing - Garg Vishal @ Better Home & Finance Holding Co - 2023-08-22

Insider filing report for Changes in Beneficial Ownership
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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
Garg Vishal
2. Issuer Name and Ticker or Trading Symbol
Better Home & Finance Holding Co [ BETR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
C/O BETTER HOME & FINANCE HOLDING CO, 3 WORLD TRADE CENTER, 175 GREENWICH ST
3. Date of Earliest Transaction (MM/DD/YY)
08/22/2023
(Street)
NEW YORK, NY10007
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
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
Class B Common Stock ( 1 ) 08/22/2023 A( 2 )( 3 ) 69,968,642 ( 1 ) ( 1 ) Class A Common Stock 69,968,642 ( 2 ) ( 3 ) 69,968,642 D
Class B Common Stock ( 1 ) 08/22/2023 A( 4 ) 6,522,761 ( 1 ) ( 1 ) Class A Common Stock 6,522,761 ( 4 ) 6,522,761 I By 1/0 Real Estate, LLC ( 5 )
Stock Option $ 1.12 08/22/2023 A 6,113,141 ( 6 ) 08/21/2029 Class B Common Stock 6,113,141 ( 7 ) 6,113,141 D
Stock Option $ 8.95 08/22/2023 A 6,113,141 ( 6 ) 08/21/2029 Class B Common Stock 6,113,141 ( 7 ) 6,113,141 D
Stock Option $ 1.12 08/22/2023 A 12,226,282 ( 6 ) 08/21/2029 Class B Common Stock 12,226,282 ( 8 ) 12,226,282 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Garg Vishal
C/O BETTER HOME & FINANCE HOLDING CO
3 WORLD TRADE CENTER, 175 GREENWICH ST
NEW YORK, NY10007
X X Chief Executive Officer
Signatures
/s/ Max Goodman, Attorney-in-Fact 08/24/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each share of Class B Common Stock is convertible at any time at the option of the Reporting Person into one share of Class A Common Stock and has no expiration date. Each share of Class B Common Stock will convert automatically into one share of Class A Common Stock in connection with: (i) any transfer, whether or not for value, except for certain permitted transfers described in the Issuer's amended and restated certificate of incorporation, (ii) such time as the aggregate number of shares of Class B Common Stock outstanding ceases to represent 5% of the aggregate number of shares of Common Stock outstanding, (iii) the vote of 85% of the holders of Class B Common Stock outstanding; and (iv) following the date of the death or permanent disability of Better Holdco's founder.
( 2 )The Reporting Person received 69,968,042 shares of Class B Common Stock of the Issuer in exchange for 21,178,851 shares of Class B Common Stock, 250,000 shares of Series B Preferred Stock and 1,462,373 shares of Series C Preferred Stock of Better Holdco, Inc. ("Better Holdco"), a Delaware corporation, pursuant to the Agreement and Plan of Merger, dated as of May 10, 2021, (as amended, the "Merger Agreement"), by and among Aurora Acquisition Corp, a Cayman Islands exempted company ("Aurora" and, following the Business Combination, the "Issuer"), Aurora Merger Sub I, Inc., a Delaware corporation and a direct wholly owned subsidiary of Aurora, and Better Holdco.
( 3 )Upon consummation of the business combination contemplated by the Merger Agreement (the "Business Combination"), as described on the Form S-4 (File No. 333-258423) filed by Aurora with the U.S. Securities and Exchange Commission and declared effective on July 27, 2023, the surviving entity of the Business Combination, the Issuer, was renamed "Better Home & Finance Holding Company".
( 4 )1/0 Real Estate, LLC received 6,522,761shares of Class B Common Stock of the Issuer in exchange for 64,806 shares of Class B Common Stock and 2,069,207 shares of Series A Preferred Stock of Better Holdco pursuant to the Merger Agreement. Please see footnote 2 of this Form 4 for further details.
( 5 )The Reporting Person is the controlling member of 1/0 Holdco, LLC, which wholly owns 1/0 Real Estate, LLC. Therefore, the Reporting Person may be deemed to have voting power and dispositive power over the shares held by 1/0 Real Estate, LLC. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
( 6 )The options are vested and currently exercisable.
( 7 )The Reporting Person received 6,113,141 options to purchase shares of Issuer's Class B Common Stock in exchange for 2,000,000 options to purchase shares of Better Holdco common stock in connection with the Merger Agreement.
( 8 )The Reporting Person received 12,226,282 options to purchase shares of Issuer's Class B Common Stock in exchange for 4,000,000 options to purchase shares of Better Holdco common stock in connection with the Merger Agreement.

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