Sec Form 4 Filing - Sarracino Steven @ 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
Sarracino Steven
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)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O BETTER HOME & FINANCE HOLDING CO, 3 WORLD TRADE CENTER, 175 GREENWICH ST
3. Date of Earliest Transaction (MM/DD/YY)
08/22/2023
(Street)
NEW YORK, NY10007
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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
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
Class B Common Stock ( 1 ) 08/22/2023 A( 2 ) 18,339,423 ( 1 ) ( 1 ) Class A Common Stock 18,339,423 ( 1 ) 18,339,423 I By Activant Holdings I, Ltd. ( 3 )
Class B Common Stock ( 1 ) 08/22/2023 A( 4 ) 7,151,754 ( 1 ) ( 1 ) Class A Common Stock 7,151,754 ( 1 ) 7,151,754 I By Activant Ventures III Opportunities Fund 1, LP ( 5 )
Class B Common Stock ( 1 ) 08/22/2023 A( 6 ) 1,080,188 ( 1 ) ( 1 ) Class A Common Stock 1,080,188 ( 1 ) 1,080,188 I By Activant Ventures III Opportunities Fund 2, L.P. ( 7 )
Class B Common Stock ( 1 ) 08/22/2023 A( 8 ) 873,305 ( 1 ) ( 1 ) Class A Common Stock 873,305 ( 1 ) 873,305 I By Activant Ventures III Opportunities Fund 3, LP ( 9 )
Class B Common Stock ( 1 ) 08/22/2023 A( 10 ) 1,400,933 ( 1 ) ( 1 ) Class A Common Stock 1,400,933 ( 1 ) 1,400,933 I By Activant Ventures III Opportunities Fund 4, L.P. ( 11 )
Class B Common Stock ( 1 ) 08/22/2023 A( 12 ) 6,111,340 ( 1 ) ( 1 ) Class A Common Stock 6,111,340 ( 1 ) 6,111,340 I By Activant Ventures III Opportunities Fund 6, LP ( 13 )
Class B Common Stock ( 1 ) 08/22/2023 A( 14 ) 26,349,310 ( 1 ) ( 1 ) Class A Common Stock 26,349,310 ( 1 ) 26,349,310 I By Activant Ventures III, L.P. ( 15 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Sarracino Steven
C/O BETTER HOME & FINANCE HOLDING CO
3 WORLD TRADE CENTER, 175 GREENWICH ST
NEW YORK, NY10007
X X
Activant Ventures III, LP
323 RAILROAD AVENUE
GREENWICH, CT06830
TBD
Signatures
/s/ Steven Sarracino, individually, and as authorized person for the GP of Activant Ventures III, L.P. 08/24/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each share of Class B Common Stock is convertible at any time at the option of the Reporting Person into one share of Class A Common Stock and has no expiration date. Each share of Class B Common Stock will convert automatically into one share of Class A Common Stock in connection with: (i) any transfer, whether or not for value, except for certain permitted transfers described in the Issuer's amended and restated certificate of incorporation, (ii) such time as the aggregate number of shares of Class B Common Stock outstanding ceases to represent 5% of the aggregate number of shares of Common Stock outstanding, (iii) the vote of 85% of the holders of Class B Common Stock outstanding; and (iv) following the date of the death or permanent disability of Better Holdco's founder.
( 2 )Activant Holdings I, Ltd. received 18,339,423 shares of Class B Common Stock of the Issuer in exchange for 6,000,000 shares of Series A Preferred Stock of Better Holdco, Inc. ("Better Holdco"), a Delaware corporation, pursuant to the Agreement and Plan of Merger, dated as of May 10, 2021 (as amended, the "Merger Agreement"), by and among Aurora Acquisition Corp, a Cayman Islands exempted company ("Aurora" and, following the Business Combination, the "Issuer"), Aurora Merger Sub I, Inc. a Delaware corporation and a direct wholly owned subsidiary of Aurora, and Better Holdco. Upon consummation of the business combination contemplated by the Merger Agreement (the "Business Combination"), as described on the Form S-4 (File No. 333-258423) filed by Aurora with the U.S. Securities and Exchange Commission and declared effective on July 27, 2023, the surviving entity of the Business Combination, the "Issuer", was renamed "Better Home & Finance Holding Company".
( 3 )The Reporting Person is the controlling shareholder of Activant Holdings I, Ltd. Therefore, the Reporting Person may be deemed to have voting and dispositive power over the shares held by Activant Holdings I, Ltd. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
( 4 )Activant Ventures III Opportunities Fund 1, LP received 7,151,754 shares of Class B Common Stock of the Issuer in exchange for 2,339,797 shares of Series C Preferred Stock of Better Holdco pursuant to the Merger Agreement. Please see footnote 1 of this Form 4 for further details.
( 5 )The Reporting Person is the controlling shareholder of Activant Ventures III Opportunities Fund 1, LP. Therefore, the Reporting Person may be deemed to have voting power and dispositive power over the shares held by Activant Ventures III Opportunities Fund 1, LP. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
( 6 )Activant Ventures III Opportunities Fund 2, L.P. received 1,080,188 shares of Class B Common Stock of the Issuer in exchange for 353,399 shares of Series D Preferred Stock of Better Holdco pursuant to the Merger Agreement. Please see footnote 1 of this Form 4 for further details.
( 7 )The Reporting Person is the controlling shareholder of Activant Ventures III Opportunities Fund 2, L.P. Therefore, the Reporting Person may be de emed to have voting power and dispositive power over the shares held by Activant Ventures III Opportunities Fund 2, L.P. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
( 8 )Activant Ventures III Opportunities Fund 3, LP received 873,305 shares of Class B Common Stock of the Issuer in exchange for 285,714 shares of Series A Preferred Stock of Better Holdco pursuant to the Merger Agreement. Please see footnote 1 of this Form 4 for further details.
( 9 )The Reporting Person is the controlling shareholder of Activant Ventures III Opportunities Fund 3, LP. Therefore, the Reporting Person may be deemed to have voting power and dispositive power over the shares held by Activant Ventures III Opportunities Fund 3, LP. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
( 10 )Activant Ventures III Opportunities Fund 4, L.P. received 1,400,933 shares of Class B Common Stock of the Issuer in exchange for 458,335 shares of Class B Common Stock of Better Holdco pursuant to the Merger Agreement. Please see footnote 1 of this Form 4 for further details.
( 11 )The Reporting Person is the controlling shareholder of Activant Ventures III Opportunities Fund 4, L.P. Therefore, the Reporting Person may be deemed to have voting power and dispositive power over the shares held by Activant Ventures III Opportunities Fund 4, L.P. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
( 12 )Activant Ventures III Opportunities Fund 6, LP received 6,111,340 shares of Class B Common Stock of the Issuer in exchange for 1,999,411 shares of Series D Preferred Stock of Better Holdco pursuant to the Merger Agreement. Please see footnote 1 of this Form 4 for further details.
( 13 )The Reporting Person is the controlling shareholder of Activant Ventures III Opportunities Fund 6, LP. Therefore, the Reporting Person may be deemed to have voting power and dispositive power over the shares held by Activant Ventures III Opportunities Fund 6, LP. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
( 14 )Activant Ventures III, L.P. received 26,349,310 shares of Class B Common Stock of the Issuer in exchange for 173,866 shares of Class B Common Stock, 788,122 shares of Class O Common Stock, 611,720 shares of Series A Preferred Stock, 6,434,441 shares of Series C Preferred Stock and 612,378 shares of Series D Preferred Stock of Better Holdco pursuant to the Merger Agreement. Please see footnote 1 of this Form 4 for further details.
( 15 )The Reporting Person is the controlling shareholder of Activant Ventures III, L.P. Therefore, the Reporting Person may be deemed to have voting power and dispositive power over the shares held by Activant Ventures III, L.P. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

Remarks:
Director.

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