0000919574-23-003839.txt : 20230623 0000919574-23-003839.hdr.sgml : 20230623 20230623142932 ACCESSION NUMBER: 0000919574-23-003839 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230609 FILED AS OF DATE: 20230623 DATE AS OF CHANGE: 20230623 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Roystone Capital Management LP CENTRAL INDEX KEY: 0001582271 STATE OF INCORPORATION: DE FISCAL YEAR END: 1213 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40128 FILM NUMBER: 231037022 BUSINESS ADDRESS: STREET 1: 780 THIRD AVENUE, 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-326-6010 MAIL ADDRESS: STREET 1: 780 THIRD AVENUE, 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Barrera Richard R CENTRAL INDEX KEY: 0001773204 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40128 FILM NUMBER: 231037019 MAIL ADDRESS: STREET 1: 767 THIRD AVENUE STREET 2: 29TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Roystone Capital Holdings LLC CENTRAL INDEX KEY: 0001966081 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40128 FILM NUMBER: 231037021 BUSINESS ADDRESS: STREET 1: 767 THIRD AVENUE STREET 2: 29TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-326-6030 MAIL ADDRESS: STREET 1: 767 THIRD AVENUE STREET 2: 29TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Guines LLC CENTRAL INDEX KEY: 0001966012 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40128 FILM NUMBER: 231037020 BUSINESS ADDRESS: STREET 1: 767 THIRD AVENUE STREET 2: 29TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-326-6030 MAIL ADDRESS: STREET 1: 767 THIRD AVENUE STREET 2: 29TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: biote Corp. CENTRAL INDEX KEY: 0001819253 STANDARD INDUSTRIAL CLASSIFICATION: MEDICINAL CHEMICALS & BOTANICAL PRODUCTS [2833] IRS NUMBER: 851791125 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1875 W. WALNUT HILL LN #100 CITY: IRVING STATE: TX ZIP: 75038 BUSINESS PHONE: 972-486-9346 MAIL ADDRESS: STREET 1: 1875 W. WALNUT HILL LN #100 CITY: IRVING STATE: TX ZIP: 75038 FORMER COMPANY: FORMER CONFORMED NAME: Haymaker Acquisition Corp. III DATE OF NAME CHANGE: 20200727 4 1 ownership.xml X0407 4 2023-06-09 0 0001819253 biote Corp. BTMD 0001582271 Roystone Capital Management LP 767 THIRD AVENUE 29TH FLOOR NEW YORK NY 10017 0 0 1 0 0001966081 Roystone Capital Holdings LLC 767 THIRD AVENUE 29TH FLOOR NEW YORK NY 10017 0 0 1 0 0001966012 Guines LLC 767 THIRD AVENUE 29TH FLOOR NEW YORK NY 10017 0 0 1 0 0001773204 Barrera Richard R 767 THIRD AVENUE 29TH FLOOR NEW YORK NY 10017 0 0 1 0 0 Class A common stock, par value $0.0001 per share 2023-06-09 4 J 0 99372 A 3070938 I See footnote Warrants 2023-06-09 4 J 0 432055 D Class A common stock, par value $0.0001 per share 0 I See footnote The reported securities 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. The reported warrants were exchanged for shares of Class A Common Stock pursuant to an exchange offer from the Issuer. Each warrant holder whose warrants were exchanged pursuant to the exchange offer received 0.23 shares of the Issuer's Class A Common Stock for each warrant tendered by such holder and exchanged. No fractional shares of Class A Common Stock were issued pursuant to the exchange offer, with fractional shares paid in cash (without interest). The foregoing description of the exchange offer does not purport to be complete and is subject to, and qualified in its entirety by, the S-4 of the Issuer filed on May 9, 2023, which is incorporated herein by reference. Roystone Capital Management LP, By: Roystone Capital Holdings LLC, its general partner By: /s/ Laura Roche, Chief Financial Officer 2023-06-23 Roystone Capital Holdings LLC, By: /s/ Richard Barrera, Managing Member 2023-06-23 Guines LLC, By: /s/ Richard Barrera, Managing Member 2023-06-23 /s/ Richard Barrera 2023-06-23