SEC FORM 4/A

SEC FORM 4/A 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^*

Sarracino Steven

(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)

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

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

4. If Amendment, Date of Original Filed (Month/Day/Year)
08/24/2023

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

	Form filed by One Reporting Person
X	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		A⁽²⁾		18,339,423		⁽¹⁾	⁽¹⁾	Class A Common Stock	18,339,423	⁽¹⁾	18,339,423	I	By Activant Holdings I, Ltd.⁽³⁾
Class B Common Stock	⁽¹⁾	08/22/2023		A⁽⁴⁾		7,151,754		⁽¹⁾	⁽¹⁾	Class A Common Stock	7,151,754	⁽¹⁾	7,151,754	I	By Activant Ventures III Opportunities Fund 1, LP⁽⁵⁾
Class B Common Stock	⁽¹⁾	08/22/2023		A⁽⁶⁾		1,080,188		⁽¹⁾	⁽¹⁾	Class A Common Stock	1,080,188	⁽¹⁾	1,080,188	I	By Activant Ventures III Opportunities Fund 2, L.P.⁽⁷⁾
Class B Common Stock	⁽¹⁾	08/22/2023		A⁽⁸⁾		873,305		⁽¹⁾	⁽¹⁾	Class A Common Stock	873,305	⁽¹⁾	873,305	I	By Activant Ventures III Opportunities Fund 3, LP⁽⁹⁾
Class B Common Stock	⁽¹⁾	08/22/2023		A⁽¹⁰⁾		1,400,933		⁽¹⁾	⁽¹⁾	Class A Common Stock	1,400,933	⁽¹⁾	1,400,933	I	By Activant Ventures III Opportunities Fund 4, L.P.⁽¹¹⁾
Class B Common Stock	⁽¹⁾	08/22/2023		A⁽¹²⁾		6,111,340		⁽¹⁾	⁽¹⁾	Class A Common Stock	6,111,340	⁽¹⁾	6,111,340	I	By Activant Ventures III Opportunities Fund 6, LP⁽¹³⁾
Class B Common Stock	⁽¹⁾	08/22/2023		A⁽¹⁴⁾		26,349,310		⁽¹⁾	⁽¹⁾	Class A Common Stock	26,349,310	⁽¹⁾	26,349,310	I	By Activant Ventures III, L.P.⁽¹⁵⁾

1. Name and Address of Reporting Person^*

Sarracino Steven

(Last)

(First)

(Middle)

C/O BETTER HOME & FINANCE HOLDING CO

3 WORLD TRADE CENTER, 175 GREENWICH ST

(Street)

NEW YORK

10007

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Activant Ventures III, LP

(Last)

(First)

(Middle)

323 RAILROAD AVENUE

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Activant Ventures III Opportunities Fund 1, LP

(Last)

(First)

(Middle)

323 RAILROAD AVENUE

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Activant Ventures III Opportunities Fund 2, LP

(Last)

(First)

(Middle)

323 RAILROAD AVENUE

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Activant Ventures III Opportunities Fund 3, LP

(Last)

(First)

(Middle)

323 RAILROAD AVENUE

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Activant Ventures III Opportunities Fund 4, LP

(Last)

(First)

(Middle)

323 RAILROAD AVENUE

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Activant Ventures III Opportunities Fund 6, LP

(Last)

(First)

(Middle)

323 RAILROAD AVENUE

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Activant Ventures Advisors III, LLC

(Last)

(First)

(Middle)

323 RAILROAD AVENUE

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Activant Capital Management, LLC

(Last)

(First)

(Middle)

323 RAILROAD AVENUE

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Activant Holdings I, LTD

(Last)

(First)

(Middle)

323 RAILROAD AVENUE

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

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. Activant Holdings I, Ltd. received 18,339,423 shares of Class B Common Stock of the Issuer in exchange for 6,000,000 shares of Series A Preferred 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".

3. Steven Sarracino is the controlling shareholder of Activant Holdings I, Ltd. Therefore, Mr. Sarracino may be deemed to have voting and dispositive power over the shares held by Activant Holdings I, Ltd. Mr. Sarracino 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.

4. Activant Ventures III Opportunities Fund 1, LP received 7,151,754 shares of Class B Common Stock of the Issuer in exchange for 2,339,797 shares of Series C Preferred Stock of Better Holdco pursuant to the Merger Agreement. Please see footnote 1 of this Form 4 for further details.

5. Activant Ventures Advisors III, LLC is the general partner of Activant Ventures III Opportunities Fund 1, L.P. Activant Capital Management, LLC is the investment advisor of Activant Ventures III Opportunities Fund 1, L.P. Mr. Sarracino is Principal of Activant Ventures Advisors III, LLC. Activant Ventures Advisors III, LLC, Activant Capital Management, LLC and Mr. Sarracino may be deemed to have voting power and dispositive power with respect to the shares held by Activant Ventures III Opportunities Fund 1, L.P. Activant Ventures Advisors III, LLC, Activant Capital Management, LLC, and Mr. Sarracino disclaim beneficial ownership of these securities except to the extent of each person's respective 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.

6. Activant Ventures III Opportunities Fund 2, L.P. received 1,080,188 shares of Class B Common Stock of the Issuer in exchange for 353,399 shares of Series D Preferred Stock of Better Holdco pursuant to the Merger Agreement. Please see footnote 1 of this Form 4 for further details.

7. Activant Ventures Advisors III, LLC is the general partner of Activant Ventures III Opportunities Fund 2, L.P. Activant Capital Management, LLC is the investment advisor of Activant Ventures III Opportunities Fund 2, L.P. Mr. Sarracino is Principal of Activant Ventures Advisors III, LLC. Activant Ventures Advisors III, LLC, Activant Capital Management, LLC and Mr. Sarracino may be deemed to have voting power and dispositive power with respect to the shares held by Activant Ventures III Opportunities Fund 2, L.P. Activant Ventures Advisors III, LLC, Activant Capital Management, LLC, and Mr. Sarracino disclaim beneficial ownership of these securities except to the extent of each person's respective 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.

8. Activant Ventures III Opportunities Fund 3, LP received 873,305 shares of Class B Common Stock of the Issuer in exchange for 285,714 shares of Series A Preferred Stock of Better Holdco pursuant to the Merger Agreement. Please see footnote 1 of this Form 4 for further details.

9. Activant Ventures Advisors III, LLC is the general partner of Activant Ventures III Opportunities Fund 3, L.P. Activant Capital Management, LLC is the investment advisor of Activant Ventures III Opportunities Fund 3, L.P. Mr. Sarracino is Principal of Activant Ventures Advisors III, LLC. Activant Ventures Advisors III, LLC, Activant Capital Management, LLC and Mr. Sarracino may be deemed to have voting power and dispositive power with respect to the shares held by Activant Ventures III Opportunities Fund 3, L.P. Activant Ventures Advisors III, LLC, Activant Capital Management, LLC, and Mr. Sarracino disclaim beneficial ownership of these securities except to the extent of each person's respective 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.

10. Activant Ventures III Opportunities Fund 4, L.P. received 1,400,933 shares of Class B Common Stock of the Issuer in exchange for 458,335 shares of Class B Common Stock of Better Holdco pursuant to the Merger Agreement. Please see footnote 1 of this Form 4 for further details.

11. Activant Ventures Advisors III, LLC is the general partner of Activant Ventures III Opportunities Fund 4, L.P. Activant Capital Management, LLC is the investment advisor of Activant Ventures III Opportunities Fund 4, L.P. Mr. Sarracino is Principal of Activant Ventures Advisors III, LLC. Activant Ventures Advisors III, LLC, Activant Capital Management, LLC and Mr. Sarracino may be deemed to have voting power and dispositive power with respect to the shares held by Activant Ventures III Opportunities Fund 4, L.P. Activant Ventures Advisors III, LLC, Activant Capital Management, LLC, and Mr. Sarracino disclaim beneficial ownership of these securities except to the extent of each person's respective 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.

12. Activant Ventures III Opportunities Fund 6, LP received 6,111,340 shares of Class B Common Stock of the Issuer in exchange for 1,999,411 shares of Series D Preferred Stock of Better Holdco pursuant to the Merger Agreement. Please see footnote 1 of this Form 4 for further details.

13. Activant Ventures Advisors III, LLC is the general partner of Activant Ventures III Opportunities Fund 6, L.P. Activant Capital Management, LLC is the investment advisor of Activant Ventures III Opportunities Fund 6, L.P. Mr. Sarracino is Principal of Activant Ventures Advisors III, LLC. Activant Ventures Advisors III, LLC, Activant Capital Management, LLC and Mr. Sarracino may be deemed to have voting power and dispositive power with respect to the shares held by Activant Ventures III Opportunities Fund 6, L.P. Activant Ventures Advisors III, LLC, Activant Capital Management, LLC, and Mr. Sarracino disclaim beneficial ownership of these securities except to the extent of each person's respective 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.

14. Activant Ventures III, L.P. received 26,349,310 shares of Class B Common Stock of the Issuer in exchange for 173,866 shares of Class B Common Stock, 788,122 shares of Class O Common Stock, 611,720 shares of Series A Preferred Stock, 6,434,441 shares of Series C Preferred Stock and 612,378 shares of Series D Preferred Stock of Better Holdco pursuant to the Merger Agreement. Please see footnote 1 of this Form 4 for further details.

15. Steven Sarracino is the controlling shareholder of Activant Ventures III, L.P. Activant Capital Management, LLC is the investment advisor of Activant Ventures III, L.P. Therefore, Activant Capital Management, LLC and Mr. Sarracino may be deemed to have voting power and dispositive power over the shares held by Activant Ventures III, L.P. Activant Capital Management, LLC and Mr. Sarracino disclaim beneficial ownership of these securities except to the extent of each person's respective 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.

Remarks:

This amendment to the Form 4 filed on August 24, 2023 is being filed solely to reflect certain additional entities as reporting persons following the receipt or recovery of EDGAR filing credentials for such persons and to clarify the relationships between such persons, and does not otherwise change any information set forth in the original Form 4.

	/s/ Steven Sarracino	09/08/2023
	/s/ Steven Sarracino, as authorized person for the GP of Activant Ventures III Opportunities Fund 1, L.P.	09/08/2023
	/s/ Steven Sarracino, as authorized person for the GP of Activant Ventures III Opportunities Fund 2, L.P.	09/08/2023
	/s/ Steven Sarracino, as authorized person for the GP of Activant Ventures III Opportunities Fund 3, L.P.	09/08/2023
	/s/ Steven Sarracino, as authorized person for the GP of Activant Ventures III Opportunities Fund 4, L.P.	09/08/2023
	/s/ Steven Sarracino, as authorized person for the GP of Activant Ventures III Opportunities Fund 6, L.P.	09/08/2023
	/s/ Steven Sarracino, as authorized person for the GP of Activant Ventures III, L.P.	09/08/2023
	/s/ Steven Sarracino, as sole member and manager of Activant Ventures Advisors III, LLC	09/08/2023
	/s/ Steven Sarracino, as sole member and manager of Activant Capital Management, LLC	09/08/2023
	/s/ Steven Sarracino, as authorized person for the GPs of Activant Holdings I, Ltd.	09/08/2023
	** Signature of Reporting Person	Date
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SEC Form 4 filed by Sarracino Steven (Amendment)