Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
|
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment No. 4)*
|
biote Corp. (Name of Issuer) |
Class A common stock, par value $0.0001 per share (Title of Class of Securities) |
090683103 (CUSIP Number) |
03/13/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
|
 Rule 13d-1(c)
|
| Rule 13d-1(d)
|
SCHEDULE 13G
|
| CUSIP No. | 090683103 |
| 1 | Names of Reporting Persons
Roystone Capital Management LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
0.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IA |
SCHEDULE 13G
|
| CUSIP No. | 090683103 |
| 1 | Names of Reporting Persons
Roystone Management Holdings LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,927,547.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
12.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IA |
SCHEDULE 13G
|
| CUSIP No. | 090683103 |
| 1 | Names of Reporting Persons
RB Management GP LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,927,547.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
12.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
|
| CUSIP No. | 090683103 |
| 1 | Names of Reporting Persons
Roystone Capital Holdings LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
0.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
|
| CUSIP No. | 090683103 |
| 1 | Names of Reporting Persons
Guines LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,927,547.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
12.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
|
| CUSIP No. | 090683103 |
| 1 | Names of Reporting Persons
Richard Barrera | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,927,547.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
12.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC, IN |
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
biote Corp. | |
| (b) | Address of issuer's principal executive offices:
1875 W. Walnut Hill Ln #100 Irving, TX 75038 | |
| Item 2. | ||
| (a) | Name of person filing:
Roystone Capital Management LPRoystone Management Holdings LLCRB Management GP LLCRoystone Capital Holdings LLCGuines LLCRichard Barrera | |
| (b) | Address or principal business office or, if none, residence:
Roystone Capital Management LP767 Third Avenue, 29th FloorNew York, New York 10017United States of AmericaRoystone Management Holdings LLC767 Third Avenue, 29th FloorNew York, New York 10017United States of AmericaRB Management GP LLC767 Third Avenue, 29th FloorNew York, New York 10017United States of AmericaRoystone Capital Holdings LLC767 Third Avenue, 29th FloorNew York, New York 10017United States of AmericaGuines LLC767 Third Avenue, 29th FloorNew York, New York 10017United States of AmericaRichard Barrera767 Third Avenue, 29th FloorNew York, New York 10017United States of America | |
| (c) | Citizenship:
Roystone Capital Management LP - DelawareRoystone Management Holdings LLC - DelawareRB Management GP LLC - DelawareRoystone Capital Holdings LLC - DelawareGuines LLC - DelawareRichard Barrera - United States | |
| (d) | Title of class of securities:
Class A common stock, par value $0.0001 per share | |
| (e) | CUSIP No.:
090683103 | |
| Item 3. | If this s tatement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
| |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
| |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
| |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
| |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
| |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
| |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
| |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
| |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
| |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
Roystone Capital Management LP - 0Roystone Management Holdings LLC - 3,927,547RB Management GP LLC - 3,927,547Roystone Capital Holdings LLC - 0Guines LLC - 3,927,547Richard Barrera - 3,927,547 | |
| (b) | Percent of class:
Roystone Capital Management LP - 0%Roystone Management Holdings LLC - 12.0%RB Management GP LLC - 12.0%Roystone Capital Holdings LLC - 0%Guines LLC - 12.0%Richard Barrera - 12.0% %
| |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
Roystone Capital Management LP - 0Roystone Management Holdings LLC - 0RB Management GP LLC - 0Roystone Capital Holdings LLC - 0Guines LLC - 0Richard Barrera - 0 | ||
| (ii) Shared power to vote or to direct the vote:
Roystone Capital Management LP - 0Roystone Management Holdings LLC - 3,927,547RB Management GP LLC - 3,927,547Roystone Capital Holdings LLC - 0Guines LLC - 3,927,547Richard Barrera - 3,927,547 | ||
| (iii) Sole power to dispose or to direct the disposition of:
Roystone Capital Management LP - 0Roystone Management Holdings LLC - 0RB Management GP LLC - 0Roystone Capital Holdings LLC - 0Guines LLC - 0Richard Barrera - 0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
Roystone Capital Management LP - 0Roystone Management Holdings LLC - 3,927,547RB Management GP LLC - 3,927,547Roystone Capital Holdings LLC - 0Guines LLC - 3,927,547Richard Barrera - 3,927,547 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
As of January 1, 2025, Roystone Capital Management LP is no longer the investment adviser to Guines LLC.All of the securities reported in this Schedule 13G are directly owned by advisory clients of Roystone Management Holdings LLC. None of those advisory clients, other than Guines LLC, may be deemed to beneficially own more than 5% of the Class A common stock, par value $0.0001 per share. | ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
|
|
|
|
|
|
|
|
|
|
|
|
Exhibit Information
|
Material to be Filed as Exhibit:Exhibit A - Joint Filing Agreement |