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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

RYAN KEVIN J

(Last)

(First)

(Middle)

C/O BETTER HOME & FINANCE HOLDING CO

3 WORLD TRADE CENTER, 175 GREENWICH ST

(Street)

NEW YORK

10007

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Better Home & Finance Holding Co [ BETR ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/22/2023

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)

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)
Class B Common Stock	⁽¹⁾	08/22/2023		M⁽²⁾⁽³⁾		170,183		⁽¹⁾	⁽¹⁾	Class A Common Stock	170,183	⁽²⁾⁽³⁾	170,183	D
Class B Common Stock	⁽¹⁾	08/22/2023		A⁽⁴⁾		527,961		⁽¹⁾	⁽¹⁾	Class A Common Stock	527,961	⁽⁴⁾	698,144	D
Restricted Stock Units	⁽⁵⁾	08/22/2023		A		229,243		⁽⁶⁾	⁽⁶⁾	Class B Common Stock	229,243	$0⁽¹⁾	229,243	D
Restricted Stock Units	⁽⁵⁾	08/22/2023		M			71,636	⁽⁶⁾	⁽⁶⁾	Class B Common Stock	71,636	$0⁽¹⁾	157,607	D
Restricted Stock Units	⁽⁵⁾	08/22/2023		A		98,547		⁽⁷⁾	⁽⁷⁾	Class B Common Stock	98,547	$0⁽¹⁾	256,154	D
Restricted Stock Units	⁽⁵⁾	08/22/2023		M			98,547	⁽⁷⁾	⁽⁷⁾	Class B Common Stock	98,547	$0⁽¹⁾	157,607	D
Stock Option	$1.12	08/22/2023		A		3,056,571		⁽⁸⁾	08/21/2029	Class B Common Stock	3,056,571	⁽⁹⁾	3,056,571	D

Explanation of Responses:

1. 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.

2. The Reporting Person received 327,790 restricted stock units of the Issuer, of which 170,183 restricted stock units were vested as of the date of the Business Combination (as defined below), in exchange for 107,241 restricted stock units 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.

3. 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".

4. The Reporting Person received 527,961 restricted shares of Issuer's Class B Common Stock in exchange for 172,730 restricted shares of Better Holdco common stock in connection with the Merger Agreement. The restricted 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.

5. Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class B Common Stock.

6. The restricted stock units were granted on March 1, 2022 and will vest subject to both time- and liquidity-based criteria. Under the time-based criteria, 14/48ths of the restricted stock units became vested 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. The liquidity-based criteria was satisfied upon the consummation of the Business Combination.

7. 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.

8. The options were granted on December 12, 2022. 445,749 options have vested, and the remaining 2,610,822 options will vest in equal 1/48ths installments on the first business day of each month such that the stock options will be fully vested on December 12, 2026.

9. The Reporting Person received 3,056,571 options to purchase shares of Issuer's Class B Common Stock in exchange for 1,000,000 options to purchase shares of Better Holdco common stock in connection with the Merger Agreement.

Remarks:

	/s/ Max Goodman, Attorney-in-Fact	08/24/2023
	** 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 filed by Ryan Kevin J