0001209191-22-033032.txt : 20220531 0001209191-22-033032.hdr.sgml : 20220531 20220531212846 ACCESSION NUMBER: 0001209191-22-033032 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220526 FILED AS OF DATE: 20220531 DATE AS OF CHANGE: 20220531 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Beer Marc D CENTRAL INDEX KEY: 0001314575 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40128 FILM NUMBER: 22985702 MAIL ADDRESS: STREET 1: C/O AEGERION PHARMACEUTICALS STREET 2: 89 HEADQUARTERS PLAZA, SUITE 1212 CITY: MORRISTOWN STATE: NJ ZIP: 07960 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: biote Corp. CENTRAL INDEX KEY: 0001819253 STANDARD INDUSTRIAL CLASSIFICATION: MEDICINAL CHEMICALS & BOTANICAL PRODUCTS [2833] IRS NUMBER: 851791125 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1875 W. WALNUT HILL LN #100 CITY: IRVING STATE: TX ZIP: 75038 BUSINESS PHONE: 972-486-9346 MAIL ADDRESS: STREET 1: 1875 W. WALNUT HILL LN #100 CITY: IRVING STATE: TX ZIP: 75038 FORMER COMPANY: FORMER CONFORMED NAME: Haymaker Acquisition Corp. III DATE OF NAME CHANGE: 20200727 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2022-05-26 0 0001819253 biote Corp. BTMD 0001314575 Beer Marc D C/O BIOTE CORP. 1875 W. WALNUT HILL LN #100 IRVING TX 75038 1 0 0 0 Class V Common Stock 2022-05-26 4 A 0 3178089 0.00 A 3178089 D Class V Common Stock 2022-05-26 4 J 0 654387 0.00 A 3832769 D Retained Biote Units 2022-05-26 4 A 0 3178089 0.00 A Class A Common Stock 3178089 3178089 D Retained Biote Units 2022-05-26 4 J 0 654387 0.00 A Class A Common Stock 654387 3832769 D These shares of Class V Common Stock of the Issuer provide no economic rights in the Issuer to the holder thereof. However, each holder of Class V Common Stock will be entitled to vote with the holders of Class A Common Stock of the Issuer, with each share of Class V Common Stock entitling the holder to a number of votes equal to the number of Retained Biote Units held by such Class V Common Stock holder at the time of such vote. Received pursuant to the Business Combination Agreement between Haymaker Acquisition Corp. III, a Delaware corporation, Haymaker Sponsor III LLC, a Delaware limited liability company, BioTE Holdings, LLC, a Nevada limited liability company ("Biote"), BioTE Management, LLC, a Nevada limited liability company, Dr. Gary Donovitz, in his individual capacity and Teresa S. Weber, in her capacity as the members' representative. Pursuant to the BCA, the Reporting Person acquired these earn-out securities which are subject to certain restrictions and potential forfeiture pending the achievement of certain earnout targets or the occurrence of a Change of Control. The Retained Biote Units (the "Units") represent non-voting limited liability company interests of Biote. Pursuant to the terms of the Second Amended and Restated Operating Agreement, beginning November 26, 2022, these Units and an equivalent number of shares of Class V Common Stock are exchangeable on a one-for-one basis for shares of Class A Common Stock, subject to certain conditions, or, in certain circumstances, at the election of the Issuer in its capacity as the sole manager of Biote, the cash equivalent of the market value of one share of Class A common stock. These exchange rights do not expire. /s/ Morgan Lloyd, as Attorney-in-Fact for Marc D. Beer 2022-05-31