Sec Form 4/A Filing - Nicholas J. Calamari @ Better Home & Finance Holding Co - 2024-12-01

Insider filing report for Changes in Beneficial Ownership
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FORM 4/A
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
Nicholas J. Calamari
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 _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
CAO and Senior Counsel
(Last) (First) (Middle)
C/O BETTER HOME & FINANCE HOLDING CO, 53 BEACH STREET, 3RD FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
12/01/2024
(Street)
NEW YORK, NY10013
4. If Amendment, Date Original Filed (MM/DD/YY)
12/03/2024
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 Common Stock 12/02/2024 S( 1 ) 2,687 D $ 14.0711 ( 2 ) 11,888 D
Class A Common Stock 12/02/2024 S( 1 ) 800 D $ 14.8788 ( 3 ) 11,088 D
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 ( 4 ) 12/01/2024 M( 5 ) 636 ( 4 ) ( 4 ) Class A Common Stock 636 $ 0 124,850 D
Class B Common Stock ( 4 ) 12/01/2024 F 257 ( 4 ) ( 4 ) Class A Common Stock 257 $ 15.77 124,593 D
Restricted Stock Units (Class B) ( 5 ) 12/01/2024 M( 5 ) 636 ( 6 ) ( 6 ) Class B Common Stock 636 $ 0 5,098 D
Class B Common Stock ( 4 ) ( 4 ) ( 4 ) Class A Common Stock 24,458 24,458 I By the Nicholas J. Calamari Family Trust
Class B Common Stock ( 4 ) ( 4 ) ( 4 ) Class A Common Stock 24,458 24,458 I By the Anika G Austin Descendants Trust
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Nicholas J. Calamari
C/O BETTER HOME & FINANCE HOLDING CO
53 BEACH STREET, 3RD FLOOR
NEW YORK, NY10013
CAO and Senior Counsel
Signatures
/s/ Max Goodman, Attorney-in-Fact 12/05/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 28, 2024.
( 2 )The price reported in Column 4 is a weighted average price for shares sold in multiple transactions. The sale prices range from $13.61 to $14.50 per share. The reporting person has provided to the issuer, and undertakes to provide to the staff of the Securities and Exchange Commission or any security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the range.
( 3 )The price reported in Column 4 is a weighted average price for shares sold in multiple transactions. The sale prices range from $14.81 to $15.05 per share. The reporting person has provided to the issuer, and undertakes to provide to the staff of the Securities and Exchange Commission or any security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the range.
( 4 )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, Inc.'s founder.
( 5 )Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class B Common Stock.
( 6 )The restricted stock units were granted on October 1, 2022, and will vest subject to both time- and liquidity-based criteria. Under the time-based criteria, the Reporting Person was vested in 14/48ths of the restricted stock units on the grant date and the remaining restricted stock units will vest in equal 1/48ths of the restricted stock units on the first business day of each month such that the restricted stock units will be fully vested as of August 1, 2025, subject to the Reporting Person's continued employment. The liquidity-based criteria was satisfied on August 22, 2023, upon the consummation of the business combination between the Issuer (f/k/a Aurora Acquisition Corp), Aurora Merger Sub I, Inc. and Better HoldCo, Inc.

Remarks:
Chief Administrative Officer

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