SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Beer Marc D

(Last)

(First)

(Middle)

C/O BIOTE CORP.

1875 W. WALNUT HILL LN #100

(Street)

IRVING

75038

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
biote Corp. [ BTMD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/26/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class V Common Stock⁽¹⁾	05/26/2022		A⁽²⁾		3,178,089	A	$0.00⁽²⁾	3,178,089	D
Class V Common Stock⁽¹⁾	05/26/2022		J⁽³⁾		654,387	A	$0.00⁽²⁾	3,832,769	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Retained Biote Units	⁽²⁾⁽⁴⁾	05/26/2022		A		3,178,089		⁽⁴⁾	⁽⁴⁾	Class A Common Stock	3,178,089	$0.00⁽²⁾	3,178,089	D
Retained Biote Units	⁽²⁾⁽⁴⁾	05/26/2022		J⁽³⁾		654,387		⁽⁴⁾	⁽⁴⁾	Class A Common Stock	654,387	$0.00⁽²⁾	3,832,769	D

Explanation of Responses:

1. 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 Retained Biote Units held by such Class V Common Stock holder at the time of such vote.

2. 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.

3. Pursuant to the BCA, the Reporting Person acquired these earn-out securities which are subject to certain restrictions and potential forfeiture pending the achievement of certain earnout targets or the occurrence of a Change of Control.

4. The Retained Biote Units (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.

Remarks:

	/s/ Morgan Lloyd, as Attorney-in-Fact for Marc D. Beer	05/31/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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SEC Form 4: Beer Marc D was granted 3,178,089 units of Class V Common Stock and acquired 654,387 units of Class V Common Stock