0001628280-23-030579.txt : 20230824
0001628280-23-030579.hdr.sgml : 20230824
20230824214453
ACCESSION NUMBER: 0001628280-23-030579
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230822
FILED AS OF DATE: 20230824
DATE AS OF CHANGE: 20230824
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Tuffin Paula
CENTRAL INDEX KEY: 0001989210
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40143
FILM NUMBER: 231203681
MAIL ADDRESS:
STREET 1: 3 WORLD TRADE CENTER
STREET 2: 175 GREENWICH ST 57TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10007
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Better Home & Finance Holding Co
CENTRAL INDEX KEY: 0001835856
STANDARD INDUSTRIAL CLASSIFICATION: LOAN BROKERS [6163]
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
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_1692927879.xml
FORM 4
X0508
4
2023-08-22
0
0001835856
Better Home & Finance Holding Co
BETR
0001989210
Tuffin Paula
C/O BETTER HOME & FINANCE HOLDING CO
3 WORLD TRADE CENTER, 175 GREENWICH ST
NEW YORK
NY
10007
0
1
0
0
General Counsel and CCO
0
Class B Common Stock
2023-08-22
4
A
0
246515
A
Class A Common Stock
246515
246515
D
Class B Common Stock
2023-08-22
4
A
0
862643
A
Class A Common Stock
862643
1109158
D
Class B Common Stock
2023-08-22
4
A
0
822125
A
Class A Common Stock
822125
822125
I
By Technology Stock Holding Master Trust/Series Tuffin 2021 Trust
Restricted Stock Units
2023-08-22
4
A
0
1528285
0
A
Class B Common Stock
1528285
1528285
D
Restricted Stock Units
2023-08-22
4
M
0
764096
0
D
Class B Common Stock
764096
764189
D
Restricted Stock Units
2023-08-22
4
A
0
98547
0
A
Class B Common Stock
98547
862736
D
Restricted Stock Units
2023-08-22
4
M
0
98547
0
D
Class B Common Stock
98547
764189
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's founder.
The Reporting Person received 246,515 shares of Class B Common Stock of the Issuer in exchange for 80,651 shares of common stock of Better Holdco, Inc. ("Better Holdco"), a Delaware corporation, pursuant to the Agreement and Plan of Merger, dated as of May 10, 2021 (as amended, the "Merger Agreement"), by and among Aurora Acquisition Corp, a Cayman Islands exempted company ("Aurora" and, following the Business Combination, the "Issuer"), Aurora Merger Sub I, Inc., a Delaware corporation and a direct wholly owned subsidiary of Aurora, and Better Holdco.
Upon consummation of the business combination contemplated by the Merger Agreement (the "Business Combination"), as described on the Form S-4 (File No. 333-258423) filed by Aurora with the U.S. Securities and Exchange Commission and declared effective on July 27, 2023, the surviving entity of the Business Combination, the Issuer, was renamed "Better Home & Finance Holding Company". Of the shares of Class B Common Stock of the Issuer held by the Reporting Person, 55,481 of such shares are subject to certain time-vesting restrictions and will vest in equal monthly installments over a period of four years, subject to the Reporting Person's continued employment.
The Reporting Person received 1,626,832 restricted stock units of the Issuer in exchange for 532,241 restricted stock units of Better Holdco in connection with the Merger Agreement.
Technology Stock Holding Master Trust/Series Tuffin 2021 Trust received 822,126 shares of Class B Common Stock of the Issuer in exchange for 268,970 shares of Better Holdco common stock pursuant to the Merger Agreement.
The Reporting Person is the controlling party of Technology Stock Holding Master Trust/Series Tuffin 2021 Trust. Therefore, the Reporting Person may be deemed to have voting power and dispositive power over the shares held by Technology Stock Holding Master Trust/Series Tuffin 2021 Trust. The Reporting Person disclaims beneficial ownership of these securities except to the extent of her 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.
Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class B Common Stock.
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 upon the consummation of the Business Combination.
The restricted stock units were granted on March 11, 2023 and will vest subject to both time- and liquidity-based criteria. The time-based criteria was satisfied in full on May 1, 2023 and the liquidity-based criteria was satisfied upon the consummation of the Business Combination.
/s/ Max Goodman, Attorney-in-Fact
2023-08-24