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