Sec Form 4 Filing - Bjorgolfsson Thor @ Better Home & Finance Holding Co - 2023-08-22

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Bjorgolfsson Thor
2. Issuer Name and Ticker or Trading Symbol
Better Home & Finance Holding Co [ BETR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
20 NORTH AUDLEY STREET
3. Date of Earliest Transaction (MM/DD/YY)
08/22/2023
(Street)
LONDON, X0W1K 6LX
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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)
Code V Amount (A) or (D) Price
Class A Ordinary Shares 08/22/2023 J( 1 ) 636,240 D 0 I Held through Novator Capital Sponsor Ltd. ( 2 )
Class A Common Stock 08/22/2023 J( 1 ) 636,240 A 636,240 I Held through Novator Capital Sponsor Ltd. ( 2 )
Class A Common Stock 08/22/2023 C( 3 ) 3,471,946 A 4,108,186 I Held through Novator Capital Sponsor Ltd. ( 2 )
Class A Common Stock 08/22/2023 P( 4 ) 1,700,000 A 5,808,186 I Held through Novator Capital Sponsor Ltd. ( 2 )
Class A Common Stock 08/22/2023 C( 5 ) 40,000,000 A 45,808,186 I Held through Novator Capital Sponsor Ltd. ( 2 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrant (right to buy) $ 11.5 ( 6 ) 08/22/2023 J( 6 ) 4,005,029 ( 6 ) ( 6 ) Class A Common Stock 4,005,029 ( 6 ) 0 I Held through Novator Capital Sponsor Ltd. ( 2 )
Warrant (right to buy) $ 11.5 ( 6 ) 08/22/2023 J( 6 ) 4,005,029 ( 6 ) ( 6 ) Class A Common Stock 4,005,029 ( 6 ) 4,005,029 I Held through Novator Capital Sponsor Ltd. ( 2 )
Class B Ordinary Shares ( 3 ) 08/22/2023 C( 3 ) 3,471,946 ( 3 ) ( 3 ) Class A Common Stock 3,471,946 ( 3 ) 0 I Held through Novator Capital Sponsor Ltd. ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Bjorgolfsson Thor
20 NORTH AUDLEY STREET
LONDON, X0W1K 6LX
X
Signatures
/s/ Arnaud Massenet, attorney-in-fact for Thor Bjorgolfsson 08/24/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On August 22, 2023, in connection with the completion of the Issuer's (as defined below) initial business combination (the "Business Combination") pursuant to the Agreement and Plan of Merger (as amended, the "Merger Agreement"), dated May 10, 2021, by and among Aurora Acquisition Corp. ("Aurora"), Aurora Merger Sub I, Inc., and Better Holdco Inc. ("Better"), the Class A ordinary shares of Aurora, par value $0.0001 per share, automatically converted into shares of the Issuer's Class A common stock on a one-for-one basis for no additional consideration. As part of the Business Combination, Aurora changed its name to Better Home & Finance Holding Company (the "Issuer").
( 2 )The Reporting Person may be deemed to beneficially own securities held by Novator Capital Sponsor Ltd. (the "Sponsor") by virtue of his control over the Sponsor.
( 3 )In connection with the completion of the Business Combination, the Class B ordinary shares of Aurora, par value $0.0001 per share, automatically converted into shares of the Issuer's Class A common stock on a one-for-one basis for no additional consideration.
( 4 )On August 22, 2023, in connection with that certain Limited Waiver to the Amended and Restated Insider Letter Agreement, dated February 23, 2023, by and among Aurora, Better, and the Sponsor, the Sponsor subscribed for 1,700,000 shares of the Issuer's Class A common stock at a price of $10.00 per share.
( 5 )On August 22, 2023, pursuant to the Pre-Closing Bridge Note Purchase Agreement, dated as of November 30, 2021, as amended by those certain Letter Agreements dated August 26, 2022, and February 7, 2023, among Aurora, Better and the Sponsor, $100,000,000 worth of subordinated 0% bridge promissory notes held by the Sponsor converted into 40,000,000 shares of the Issuer's Class A common stock.
( 6 )In connection with the completion of the Business Combination, outstanding warrants to purchase Class A ordinary shares of Aurora automatically converted into warrants to purchase shares of the Issuer's Class A Common Stock (each, an "Issuer Warrant") for no additional consideration. The Issuer Warrants have an exercise price of $11.50 and will expire on August 22, 2028, five years from the completion of the Business Combination, or earlier upon redemption or liquidation.

Remarks:
As a result of the Business Combination, completed on August 22, 2023, the Reporting Person is no longer serving as a Director of the Issuer, effective as of August 22, 2023. The Reporting Person continues to beneficially own more than 10% of the outstanding common stock of the Issuer, however, and therefore remains subject to Section 16 reporting requirements.Exhibit 24.1 - Power of Attorney

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