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