SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Liu Suying

(Last)

(First)

(Middle)

548 MARKET STREET, #49404

(Street)

SAN FRANCISCO

94104

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Better Therapeutics, Inc. [ BTTX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/28/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/28/2021		J⁽¹⁾		14,250	A	⁽²⁾	1,388,250	I	See Footnote⁽³⁾
Common Stock	10/28/2021		J⁽⁴⁾		1,388,250	A	⁽⁴⁾	0	I	See Footnote⁽³⁾

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 (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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Rights	$0.00	10/28/2021		J⁽⁵⁾		142,500		⁽⁵⁾	⁽⁵⁾	Common Stock	14,250	⁽⁵⁾	0	I	See Footnote⁽³⁾
Stock Option (Right to Buy)	$10.97	10/28/2021		A		28,300		⁽⁶⁾	10/27/2031	Common Stock	28,300	$0.00	28,300	D

Explanation of Responses:

1. Acquired 14,250 shares of common stock through the automatic conversion of rights whereby 142,500 rights automatically converted into 14,250 shares of common stock upon consummation of the business combination between Mountain Crest Acquisition Corp II ("Mountain Crest II") and Better Therapeutics Inc. ("Business Combination").

2. No consideration was paid as these shares were acquired as a result of the automatic conversion of rights upon consummation of the Business Combination.

3. Shares of common stock held by Mountain Crest Capital LLC of which Dr. Suying Liu and Mr. Dong Liu were the Managing Members prior to October 28, 2021. On October 28, 2021, Dr. Suying Liu resigned from his position as a managing member of Mountain Crest Capital LLC.

4. On October 28, 2021, Dr. Suying Liu resigned from his position as a managing member of Mountain Crest Capital LLC and no longer beneficially owns the shares held by it.

5. Disposition of 142,500 rights through the automatic conversion of such rights into 14,250 shares of common stock upon consummation of the Business Combination.

6. 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.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Mark Heinen, Attorney-in-Fact for Suying Liu	11/01/2021
	** Signature of Reporting Person	Date
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).
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