0001628280-24-000113.txt : 20240102 0001628280-24-000113.hdr.sgml : 20240102 20240102201043 ACCESSION NUMBER: 0001628280-24-000113 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240101 FILED AS OF DATE: 20240102 DATE AS OF CHANGE: 20240102 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Nicholas J. Calamari CENTRAL INDEX KEY: 0001614749 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40143 FILM NUMBER: 24504098 BUSINESS ADDRESS: STREET 1: 450 PARK AVE STREET 2: STE. 2702 CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 6466883250 MAIL ADDRESS: STREET 1: 450 PARK AVE STREET 2: STE. 2702 CITY: NEW YORK STATE: NY ZIP: 10022 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Better Home & Finance Holding Co CENTRAL INDEX KEY: 0001835856 STANDARD INDUSTRIAL CLASSIFICATION: LOAN BROKERS [6163] ORGANIZATION NAME: 02 Finance IRS NUMBER: 933029990 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 3 WORLD TRADE CENTER STREET 2: 175 GREENWICH STREET, 57TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10007 BUSINESS PHONE: 646-839-0086 MAIL ADDRESS: STREET 1: 3 WORLD TRADE CENTER STREET 2: 175 GREENWICH STREET, 57TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10007 FORMER COMPANY: FORMER CONFORMED NAME: Aurora Acquisition Corp. DATE OF NAME CHANGE: 20201211 FORMER COMPANY: FORMER CONFORMED NAME: Aurora Capital Holding Corp. DATE OF NAME CHANGE: 20201209 4 1 wk-form4_1704244233.xml FORM 4 X0508 4 2024-01-01 0 0001835856 Better Home & Finance Holding Co BETR 0001614749 Nicholas J. Calamari C/O BETTER HOME & FINANCE HOLDING CO 3 WORLD TRADE CENTER, 175 GREENWICH ST NEW YORK NY 10007 0 1 0 0 CAO and Senior Counsel 0 Class B Common Stock 2024-01-01 4 M 0 31837 0 A Class A Common Stock 31837 7305559 D Class B Common Stock Class A Common Stock 1222903 1222903 I By the Nicholas J. Calamari Family Trust Class B Common Stock Class A Common Stock 1222903 1222903 I By the Anika G Austin Descendants Trust Restricted Stock Units 2024-01-01 4 M 0 31837 0 D Class B Common Stock 31837 605004 D 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 Better HoldCo, Inc.'s founder. Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class B Common Stock. The Reporting Person is the controlling party of the Nicholas J. Calamari Family Trust, of which the Reporting Person's spouse serves as the trustee for the benefit of the Reporting Person and their children. Therefore, the Reporting Person may be deemed to have voting power and dispositive power over the shares held by the Nicholas J. Calamari Family Trust. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. The Reporting Person is the spouse of the beneficiary of the Anika G Austin Descendants Trust, of which the Reporting Person serves as the trustee for the benefit of the Reporting Person's spouse and their children. Therefore, the Reporting Person may be deemed to have voting power and dispositive power over the shares held by the Anika G Austin Descendants Trust. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. The restricted stock units were granted on October 1, 2022 and will vest subject to both time- and liquidity-based criteria. Under the time-based criteria, the Reporting Person was vested in 14/48ths of the restricted stock units on the grant date and the remaining restricted stock units will vest in equal 1/48ths of the restricted stock units on the first business day of each month such that the restricted stock units will be fully vested as of July 1, 2025, subject to the Reporting Person's continued employment. The liquidity-based criteria was satisfied on August 22, 2023 upon the consummation of the business combination between the Issuer (f/k/a Aurora Acquisition Corp), Aurora Merger Sub I, Inc. and Better HoldCo, Inc. Chief Administrative Officer /s/ Max Goodman, Attorney-in-Fact 2024-01-02