SEC Form 4

FORM 4		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 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* RYAN KEVIN J (Last) (First) (Middle) C/O BETTER HOME & FINANCE HOLDING CO 3 WORLD TRADE CENTER, 175 GREENWICH ST (Street) NEW YORK NY 10007 (City) (State) (Zip)	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) Chief Financial Officer
	3. Date of Earliest Transaction (Month/Day/Year) 11/07/2023
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	02/01/2024		M		3,088,000	A	$0	3,088,000	D
Class A Common Stock	02/01/2024		F		1,087,387	D	$0.62	2,000,613	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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)	11/07/2023		F			75,998(2)	(1)	(1)	Class A Common Stock	75,998	$0.444	650,801	D
Class B Common Stock	(1)	11/07/2023		F			6,398(2)	(1)	(1)	Class A Common Stock	6,398	$0.444	644,403	D
Class B Common Stock	(1)	11/20/2023		A		3,951(3)		(1)	(1)	Class A Common Stock	3,951	$0	648,354	D
Class B Common Stock	(1)	12/01/2023		F			5,640(2)	(1)	(1)	Class A Common Stock	5,640	$0.4531	642,714	D
Restricted Stock Units (Class A)	(4)	02/01/2024		A		3,088,000		(5)	(5)	Class A Common Stock	3,088,000	$0	3,088,000	D
Restricted Stock Units (Class A)	(4)	02/01/2024		M			3,088,000	(5)	(5)	Class A Common Stock	3,088,000	$0	0	D

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 the founder of Better.

2. Consists of shares of Class B Common Stock withheld by the Issuer in order to satisfy the minimum tax withholding obligations of the reporting person arising in connection with the vesting of previously granted and reported restricted stock units representing the right to receive one share of Class B Common Stock, which were inadvertently omitted in prior Form 4 filings between August 24, 2023 and December 1, 2023.

3. Reflects shares of Class B Common Stock issued to the Reporting Person as a correction for the number of shares withheld for tax purposes in connection with the August 22, 2023 vesting event.

4. Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class A Common Stock.

5. The restricted stock units were granted and became fully vested on February 1, 2024.

Remarks:

	/s/ Max Goodman, Attorney-in-Fact	02/05/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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