0000899243-21-042257.txt : 20211101 0000899243-21-042257.hdr.sgml : 20211101 20211101210249 ACCESSION NUMBER: 0000899243-21-042257 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20211028 FILED AS OF DATE: 20211101 DATE AS OF CHANGE: 20211101 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Carmona Richard H CENTRAL INDEX KEY: 0001389349 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39864 FILM NUMBER: 211368966 MAIL ADDRESS: STREET 1: 1221 BROADWAY CITY: OAKLAND STATE: CA ZIP: 94612 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Better Therapeutics, Inc. CENTRAL INDEX KEY: 0001832415 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HEALTH SERVICES [8000] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 311 WEST 43RD STREET, 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 646-493-6558 MAIL ADDRESS: STREET 1: 311 WEST 43RD STREET, 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 FORMER COMPANY: FORMER CONFORMED NAME: Mountain Crest Acquisition Corp II DATE OF NAME CHANGE: 20201116 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2021-10-28 0 0001832415 Better Therapeutics, Inc. BTTX 0001389349 Carmona Richard H C/O BETTER THERAPEUTICS, INC. 548 MARKET STREET, #49404 SAN FRANCISCO CA 94104 1 0 0 0 Common Stock 2021-10-28 4 A 0 153619 A 153619 D Stock Option (Right to Buy) 10.97 2021-10-28 4 A 0 28300 0.00 A 2031-10-27 Common Stock 28300 28300 D Pursuant to the Agreement and Plan of Merger, 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"). At the effective time of the Business Combination ("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. At the Effective Time, each award of BTX restricted stock was converted to an award of restricted Issuer common stock (the "Assumed Award") equal to the product of (i) the number of shares of BTX restricted stock and (ii) the Exchange Ratio. Each Assumed Award will continue to be subject to the terms and conditions set forth in the applicable BTX restricted stock agreement. The Assumed Award vested as follows: (i) 50% of the shares subject to the Assumed Award vested in 24 equal monthly installments after December 1, 2017 and (ii) 50% of the shares subject to the Assumed Award vested in 12 equal monthly installments after December 1, 2019, provided the Reporting Person continued to have a service relationship with Issuer on each vesting date. The Assumed Award was granted on August 14, 2020. Following the Issuer's filing of Form S-8 to register the shares subject to the stock option, the stock option vests as to 1/3 of the shares subject to the stock option on October 28, 2022 and the remaining shares vest in 24 equal monthly installments thereafter, provided the Reporting Person continues to have a service relationship with Issuer on each vesting date. The stock option was granted on October 28, 2021. /s/ Mark Heinen, Attorney-in-Fact for Richard H. Carmona 2021-11-01