David P. Perry - Apr 30, 2021 Form 4 Insider Report for Better Therapeutics, Inc. (BTTX)

Signature
/s/ Mark Heinen, Attorney-in-Fact for David P. Perry
Stock symbol
BTTX
Transactions as of
Apr 30, 2021
Transactions value $
$3,512,432
Form type
4
Date filed
11/1/2021, 08:55 PM
Next filing
Jun 11, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction BTTX Common Stock Purchase $19.9K +2K $9.95* 2K Apr 30, 2021 Direct F1
transaction BTTX Common Stock Purchase $34.5K +3.48K +173.8% $9.93* 5.48K May 4, 2021 Direct F1
transaction BTTX Common Stock Purchase $69.5K +7K +127.83% $9.93* 12.5K May 13, 2021 Direct F1
transaction BTTX Common Stock Purchase $30.4K +3.06K +24.53% $9.93* 15.5K May 14, 2021 Direct F1
transaction BTTX Common Stock Purchase $79.6K +8K +51.49% $9.95* 23.5K May 21, 2021 Direct F1
transaction BTTX Common Stock Purchase $79.5K +8K +33.99% $9.94* 31.5K May 24, 2021 Direct F1
transaction BTTX Common Stock Purchase $199K +20K +63.42% $9.95* 51.5K May 26, 2021 Direct F1
transaction BTTX Common Stock Award +10.2M +19722.17% 10.2M Oct 28, 2021 By David P. Perry 2015 Trust F2, F3, F4
transaction BTTX Common Stock Award +293K +2.87% 10.5M Oct 28, 2021 By spouse F3, F4, F5
transaction BTTX Common Stock Award +21.3K +0.2% 10.5M Oct 28, 2021 By Pensus Limited Trust F3, F4, F6
transaction BTTX Common Stock Purchase $2M +200K +1.9% $10.00* 10.7M Oct 28, 2021 By David P. Perry 2015 Trust F2, F7
transaction BTTX Common Stock Award $1M +100K +0.93% $10.00* 10.8M Oct 28, 2021 By David P. Perry 2015 Trust F2, F8

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
transaction BTTX Stock Option (Right to Buy) Award $0 +28.3K $0.00 28.3K Oct 28, 2021 Common Stock 28.3K $10.97 Direct F9
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 This transaction occurred prior to the Business Combination (as defined below), and is being reported on Form 4 solely for purposes of compliance with Rule 16a-2(a) under the Securities Exchange Act of 1934, as amended. The securities covered by such transaction were previously included on David P. Perry's Form 3.
F2 These shares are owned directly by the David P. Perry 2015 Trust (the "Perry Trust"), a ten percent owner of Issuer, and indirectly by Mr. Perry as trustee of the Perry Trust. Mr. Perry is an officer, director and ten percent owner of Issuer.
F3 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").
F4 At the effective time of the Business Combination (the "Effective Time"), each share of BTX common stock (including shares of BTX common stock resulting from the conversion of BTX preferred stock and BTX Simple Agreements for Future Equity) 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.
F5 These shares are owned directly by Mr. Perry's spouse, Georgianna Maule-Ffinch.
F6 These shares are owned directly by Donald R. Leo, Trustee of Pensus Limited Trust dated 06/12/2010 FBO Georgianna Maule-Ffinch (the "Pensus Limited Trust") for the benefit of Georgianna Maule-Ffinch.
F7 These shares were acquired pursuant to a stock purchase agreement by and between Issuer, Mountain Crest Capital LLC and the Perry Trust, whereby Mountain Crest Capital LLC transferred such shares to the Perry Trust at the Effective Time.
F8 On April 6, 2021, Issuer entered into subscription agreements with certain investors (the "PIPE Investors") pursuant to which the PIPE Investors agreed to purchase shares of Issuer common stock for $10.00 per share in connection with, and conditioned upon, the substantially concurrent consummation of certain transactions, including the Business Combination. As one of the PIPE Investors, on April 6, 2021, the Perry Trust acquired 100,000 shares of Issuer common stock for $10.00 per share.
F9 Following the Issuer's filing of Form S-8 to register the shares subject to the stock option, the stock option vests as to 1/3 of the shares subject to the stock option on October 28, 2022 and the remaining shares vest in 24 equal monthly installments thereafter, provided Mr. Perry continues to have a service relationship with Issuer on each vesting date. The stock option was granted on October 28, 2021.

Remarks:

Executive Chairman of the Board of Directors