0001209191-23-002786.txt : 20230110 0001209191-23-002786.hdr.sgml : 20230110 20230110162536 ACCESSION NUMBER: 0001209191-23-002786 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230106 FILED AS OF DATE: 20230110 DATE AS OF CHANGE: 20230110 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: 23521421 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 2023-01-06 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 A Common Stock 2023-01-06 4 C 0 865384 0.00 A 865384 D Class V Common Stock 2023-01-06 4 J 0 865384 0.00 D 2967092 D Class A Common Stock 2023-01-09 4 S 0 865384 3.00 D 0 D Retained Biote Units 2023-01-06 4 C 0 865384 0.00 D Class A Common Stock 865384 2967092 D Represents the exchange of Retained Biote Units ("Units") for shares of Class A Common Stock and the cancellation of an equivalent number of shares of Class V Common Stock in connection therewith. 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 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 ("the BCA"). 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/ Marybeth Conlon, as Attorney-in-Fact for Marc D. Beer 2023-01-10