Sec Form 3 Filing - Roystone Capital Management LP @ biote Corp. - 2023-01-09

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Roystone Capital Management LP 2. Issuer Name and Ticker or Trading Symbol biote Corp. [ BTMD] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 767 THIRD AVENUE, 29TH FLOOR, 3. Date of Earliest Transaction (MM/DD/YY) 01/09/2023 (Street) NEW YORK, NY10017 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 Class A common stock, par value $0.0001 per share 2,596,566 I See Footnote ( 1 ) Sponsor Earnout Shares 117,330 ( 2 ) ( 3 ) I See Footnote ( 1 )

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 Warrant $ 11.5 06/25/2022 05/26/2027 Class A common stock, par value $0.0001 per share 432,055 ( 4 ) I See Footnote ( 1 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Roystone Capital Management LP 767 THIRD AVENUE, 29TH FLOOR NEW YORK, NY10017 X Roystone Capital Holdings LLC 767 THIRD AVENUE 29TH FLOOR NEW YORK, NY10017 X Guines LLC 767 THIRD AVENUE 29TH FLOOR NEW YORK, NY10017 X Barrera Richard R 767 THIRD AVENUE 29TH FLOOR NEW YORK, NY10017 X Signatures Roystone Capital Management LP By: Roystone Capital Holdings LLC, its general partner By: /s/ Laura Roche 02/17/2023 Signature of Reporting Person Date Roystone Capital Holdings LLC, By: /s/ Richard Barrera, Managing Member 02/17/2023 Signature of Reporting Person Date Guines LLC, By: /s/ Richard Barrera, Managing Member 02/17/2023 Signature of Reporting Person Date By: /s/ Richard Barrera 02/17/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reported securities and warrants are owned directly by Guines LLC ("Guines") and may be deemed to be indirectly beneficially owned by (i) Roystone Capital Management LP ("Roystone"), the investment adviser to Guines (ii) Roystone Capital Holdings LLC ("Holdings"), the general partner of Roystone and (iii) Richard Barrera, the managing member of Holdings. The Reporting Persons disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. ( 2 )The Sponsor Earnout Shares are shares of Class A Common Stock, par value $0.0001 per share ("Class A Common Stock") that are subject to certain triggering events. One third of the Sponsor Earnout Shares will vest upon the occurrence of each of the following events: (i) the first time, prior to May 26, 2027 (the "Earnout Deadline"), the VWAP equals or exceeds $12.50 per share for 20 consecutive trading days of any 30 consecutive trading day period following the Closing, (ii) the first time, prior to the Earnout Deadline, the VWAP equals or exceeds $15.00 per share for 20 trading days of any 30 consecutive trading day period following the Closing, and (iii) the first time, prior to the Earnout Deadline, the VWAP equals or exceeds $17.50 per share for 20 trading days of any 30 consecutive trading day period following the Closing. ( 3 )(Continued from Footnote 2) If a definitive agreement with respect to a Change of Control is entered into on or prior to the Earnout Deadline, then effective as of immediately prior to closing of such Change of Control, unless previously vested pursuant to clauses (i) through (iii) of the preceding sentence, the Sponsor Earnout Shares will vest. The foregoing description of the Sponsor Earnout Shares does not purport to be complete and is subject to and qualified in its entirety by reference to the Issuer's 424B4 filed on January 6, 2023, which is incorporated by reference. ( 4 )The reported warrants are each exercisable for one share of Class A Common Stock. The foregoing description of the warrants does not purport to be complete and is subject to and qualified in its entirety by reference to the Private Placement Warrants Purchase Agreement, dated March 1, 2021, incorporated as Exhibit 10.5 to the Issuer's 8-K filed on March 5, 2021, which is incorporated by reference.

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.