| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| holding | BTTX | Common Stock | 1.8M | Oct 28, 2021 | By Trust | F1, F2, F3 | |||||
| holding | BTTX | Common Stock | 606K | Oct 28, 2021 | By Trust | F1, F3, F4, F5 |
| 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 | 237K | $11.38 | Direct | F1, F6, F7 |
| 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 (the "Effective Time"), each share of BTX common stock was converted into a right to receive the number of shares of Issuer common stock equal to the product of the number of shares of BTX common stock and 0.9475 (the "Exchange Ratio"), with fractional shares rounded to the nearest whole share. Issuer subsequently changed its name to Better Therapeutics, Inc. |
| F3 | These shares are owned directly by Kevin Appelbaum, or his successor(s), as Trustee of the Kevin Appelbaum Revocable Trust under Revocable Trust Declaration dated May 16, 2020, as amended (the "Trust"), and indirectly by Mr. Appelbaum as trustee of the Trust. Mr. Appelbaum is an officer, director and ten percent owner of Issuer. |
| F4 | At the Effective Time, each award of BTX restricted stock was converted to an award of restricted Issuer common stock (the "Assumed Award") equal to the product of (i) the number of shares of BTX restricted stock and (ii) the Exchange Ratio. Each Assumed Award will continue to be subject to the terms and conditions set forth in the applicable BTX restricted stock agreement. |
| F5 | The Assumed Award was granted on August 14, 2020 and 113,703 of its shares are subject to milestone vesting. |
| F6 | At the 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) 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. |
| F7 | 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 from April 6, 2021, provided Mr. Appelbaum continues to have a service relationship with Issuer on each vesting date. The Assumed Option was granted on April 6, 2021. |
Exhibit 24 - Power of Attorney