Justin Zamirowski - Oct 28, 2021 Form 3 Insider Report for Better Therapeutics, Inc. (BTTX)

Role: Chief Commercial Officer
Signature: /s/ Mark Heinen, Attorney-in-Fact for Justin Zamirowski
Stock symbol: BTTX
Transactions as of: Oct 28, 2021
Transactions value $: $0
Form type: 3
Date filed: 11/1/2021, 08:35 PM
Next filing: Apr 4, 2022

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	BTTX	Stock Option (Right to Buy)							Oct 28, 2021	Common Stock	80.5K	$0.50	Direct	F1, F2, F3
holding	BTTX	Stock Option (Right to Buy)							Oct 28, 2021	Common Stock	77.1K	$11.38	Direct	F1, F2, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Pursuant to the Agreement and Plan of Merger, dated April 6, 2021, as amended (the "Merger Agreement"), by and among Mountain Crest Acquisition Corp. II ("Issuer"), MCAD Merger Sub Inc. ("Merger Sub") and Better Therapeutics, Inc. ("BTX"), on October 28, 2021, Merger Sub merged with and into BTX, with BTX surviving the merger as a wholly-owned subsidiary of Issuer (such merger and the other transactions contemplated by the Merger Agreement, the "Business Combination").
F2	At the effective time of the Business Combination ("Effective Time"), each BTX stock option was converted to a stock option to purchase the number of shares of Issuer common stock (the "Assumed Option") equal to the product of (i) the number of shares of BTX common stock subject to the BTX stock option and (ii) 0.9475 (the "Exchange Ratio"), and the exercise price per share of the Assumed Option (rounded up to the nearest whole cent) shall be equal to the quotient obtained by dividing (i) the exercise price per share of the BTX stock option by (ii) the Exchange Ratio. Each Assumed Option will continue to be subject to the terms and conditions set forth in the BTX 2020 Stock Option and Grant Plan, as amended. Issuer subsequently changed its name to Better Therapeutics, Inc.
F3	The Assumed Option vests as to 1/4th of the shares subject to the Assumed Option on July 27, 2021 and the remaining shares vest in 36 equal monthly installments thereafter, provided the Reporting Person continues to have a service relationship with Issuer on each vesting date. The Assumed Option was granted on August 14, 2020.
F4	Following the Issuer's filing of Form S-8 to register the shares subject to the Assumed Option, the Assumed Option shall vest in equal monthly installments over 48 months after April 6, 2021, provided the Reporting Person continues to have a service relationship with Issuer on each vesting date. The Assumed Option was granted on April 6, 2021.

Remarks:

Exhibit 24 - Power of Attorney