0000899243-21-042255.txt : 20211102 0000899243-21-042255.hdr.sgml : 20211102 20211101205904 ACCESSION NUMBER: 0000899243-21-042255 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20211028 FILED AS OF DATE: 20211101 DATE AS OF CHANGE: 20211101 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Liu Suying CENTRAL INDEX KEY: 0001811534 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39864 FILM NUMBER: 211368955 MAIL ADDRESS: STREET 1: 311 WEST 43RD STREET, 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Better Therapeutics, Inc. CENTRAL INDEX KEY: 0001832415 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HEALTH SERVICES [8000] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 311 WEST 43RD STREET, 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 646-493-6558 MAIL ADDRESS: STREET 1: 311 WEST 43RD STREET, 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 FORMER COMPANY: FORMER CONFORMED NAME: Mountain Crest Acquisition Corp II DATE OF NAME CHANGE: 20201116 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2021-10-28 0 0001832415 Better Therapeutics, Inc. BTTX 0001811534 Liu Suying 548 MARKET STREET, #49404 SAN FRANCISCO CA 94104 1 0 0 0 Common Stock 2021-10-28 4 J 0 14250 A 1388250 I See Footnote Common Stock 2021-10-28 4 J 0 1388250 A 0 I See Footnote Rights 0.00 2021-10-28 4 J 0 142500 A Common Stock 14250 0 I See Footnote Stock Option (Right to Buy) 10.97 2021-10-28 4 A 0 28300 0.00 A 2031-10-27 Common Stock 28300 28300 D Acquired 14,250 shares of common stock through the automatic conversion of rights whereby 142,500 rights automatically converted into 14,250 shares of common stock upon consummation of the business combination between Mountain Crest Acquisition Corp II ("Mountain Crest II") and Better Therapeutics Inc. ("Business Combination"). No consideration was paid as these shares were acquired as a result of the automatic conversion of rights upon consummation of the Business Combination. Shares of common stock held by Mountain Crest Capital LLC of which Dr. Suying Liu and Mr. Dong Liu were the Managing Members prior to October 28, 2021. On October 28, 2021, Dr. Suying Liu resigned from his position as a managing member of Mountain Crest Capital LLC. On October 28, 2021, Dr. Suying Liu resigned from his position as a managing member of Mountain Crest Capital LLC and no longer beneficially owns the shares held by it. Disposition of 142,500 rights through the automatic conversion of such rights into 14,250 shares of common stock upon consummation of the Business Combination. Following the Issuer's filing of Form S-8 to register the shares subject to the stock option, the stock option vests as to 1/3 of the shares subject to the stock option on October 28, 2022 and the remaining shares vest in 24 equal monthly installments thereafter, provided the Reporting Person continues to have a service relationship with Issuer on each vesting date. The stock option was granted on October 28, 2021. Exhibit 24 - Power of Attorney /s/ Mark Heinen, Attorney-in-Fact for Suying Liu 2021-11-01 EX-24 2 attachment1.htm EX-24 DOCUMENT

                                                                   Exhibit 24

                              LIMITED POWER OF ATTORNEY

        The undersigned hereby constitutes and appoints each of Kevin
Appelbaum, Mark Heinen and Shoaib Ghias, Esq., signing singly, and with full
power of substitution, the undersigned's true and lawful attorney-in-fact to:

        (1)    execute for and on behalf of the undersigned, in the
undersigned's capacity as officer and/or director of Better Therapeutics, Inc.,
a Delaware corporation (the "Company"), from time to time the following U.S.
Securities and Exchange Commission ("SEC") forms: (i) Form ID, including any
attached documents (such as Update Passphrase Authentication), to effect the
assignment of codes to the undersigned to be used in the transmission of
information to the SEC using the EDGAR System; (ii) Form 3, Initial Statement
of Beneficial Ownership of Securities, including any attached documents; (iii)
Form 4, Statement of Changes in Beneficial Ownership of Securities, including
any attached documents; (iv) Form 5, Annual Statement of Beneficial Ownership
of Securities in accordance with Section 16(a) of the Securities Exchange Act
of 1934, as amended, and the rules thereunder, including any attached
documents; (v) Schedules 13D and 13G; and (vi) amendments of each thereof, in
accordance with the Securities Exchange Act of 1934, as amended, and the rules
thereunder, including any attached documents;

        (2)    do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and execute any
such Form 3, 4 or 5, Schedule 13D or 13G, or any amendment(s) thereto and
timely file such form(s) with the SEC and any securities exchange, national
association or similar authority; and

        (3)    take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact, may be of benefit
to, in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of
the undersigned pursuant to this Power of Attorney shall be in such form and
shall contain such terms and conditions as such attorney-in-fact may approve in
such attorney-in-fact's discretion.

        The undersigned hereby grants to each such attorney-in-fact, acting
singly, full power and authority to do and perform any and every act and thing
whatsoever requisite, necessary or proper to be done in the exercise of any of
the rights and powers herein granted, as fully to all intents and purposes as
the undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 or Regulation 13D-G of
the Securities Exchange Act of 1934, as amended. The undersigned hereby agrees
to indemnify the attorneys-in-fact and the Company from and against any demand,
damage, loss, cost or expense arising from any false or misleading information
provided by the undersigned to the attorneys-in-fact.

        This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file such forms with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact. This Power of Attorney supersedes any prior power
of attorney in connection with the undersigned's capacity as an officer and/or
director of the Company. This Power of Attorney shall expire as to any
individual attorney-in-fact if such attorney-in-fact ceases to be an employee
of, or legal counsel to, the Company.

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of November 1, 2021.

                                   /s/ Suying Liu
                                   -------------------------------
                                   Suying Liu