04/03/2025 | Press release | Distributed by Public on 04/03/2025 14:04
FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
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 (Month/Day/Year) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Class B Common Stock | (1) | 04/01/2025 | M | 637 | (1) | (1) | Class A Common Stock | 637 | $ 0 | 126,299 | D | ||||
Class B Common Stock | (1) | 04/01/2025 | F | 257 | (1) | (1) | Class A Common Stock | 257 | $10.99 | 126,042 | D | ||||
Restricted Stock Units (Class B) | (2) | 04/01/2025 | M | 637 | (3) | (3) | Class B Common Stock | 637 | $ 0 | 2,551 | D | ||||
Class B Common Stock | (1) | (1) | (1) | Class A Common Stock | 24,458 | 24,458 | I | By the Nicholas J. Calamari Family Trust | |||||||
Class B Common Stock | (1) | (1) | (1) | Class A Common Stock | 24,458 | 24,458 | I | By the Anika G Austin Descendants Trust |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Nicholas J. Calamari C/O BETTER HOME & FINANCE HOLDING CO 1 WORLD TRADE CENTER, 80TH FLOOR SUITE A NEW YORK, NY 10007 |
CAO and Senior Counsel |
/s/ Obi Chukwu, Attorney-in-Fact | 04/03/2025 | |
**Signature of Reporting Person | Date |
* | 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). |
(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 Issuers 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 Betters founder. |
(2) | Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class B Common Stock. |
(3) | The restricted stock units were granted on October 1, 2022, and will vest subject to both time- and liquidity-based criteria. Under the time-based criteria, the Reporting Person was vested in 14/48ths of the restricted stock units on the grant date and the remaining restricted stock units will vest in equal 1/48ths of the restricted stock units on the first business day of each month such that the restricted stock units will be fully vested as of August 1, 2025, subject to the Reporting Person's continued employment. The liquidity-based criteria was satisfied on August 22, 2023 upon the consummation of the business combination between the Issuer (f/k/a Aurora Acquisition Corp), Aurora Merger Sub I, Inc. and Better HoldCo, Inc. |