SoftBank (SFTBY) Form 3 Initial statement of insider ownership

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

SOFTBANK GROUP CORP.

(Last) (First) (Middle)

1-7-1, KAIGAN

(Street)

MINATO-KU TOKYO M0 105-7537

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/22/2023

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

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

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

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

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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock	(1)	(1)	Class A Common Stock	55,188,435	(1)	I	By SVF II Beaver (DE) LLC(2)
Class C Common Stock	(3)	(3)	Class A Common Stock	6,877,283	(3)	I	By SVF II Beaver (DE) LLC(2)
Convertible Notes	(4)	08/15/2028	Class A Common Stock	57,454,939(5)	(5)	I	By SB Northstar LP(6)
Warrants	09/22/2023	08/22/2028	Class A Common Stock	675,000	11.5	I	By SB Northstar LP(6)

1. Name and Address of Reporting Person^*

SOFTBANK GROUP CORP.

(Last) (First) (Middle)

1-7-1, KAIGAN

(Street)

MINATO-KU TOKYO M0 105-7537

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SOFTBANK VISION FUND II-2 L.P.

(Last) (First) (Middle)

CRESTBRIDGE LIMITED, 47 ESPLANADE,

(Street)

ST. HELIER Y9 JE1 0BD

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SVF II Aggregator (Jersey) L.P.

(Last) (First) (Middle)

CRESTBRIDGE LIMITED, 47 ESPLANADE,

(Street)

ST. HELIER Y9 JE1 0BD

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SB Management Ltd

(Last) (First) (Middle)

C/O WALKERS, 190 ELGIN AVENUE

(Street)

GEORGE TOWN E9 KY1-9008

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Silver Brick Management PTE. LTD.

(Last) (First) (Middle)

138 MARKET STREET #27-01A

(Street)

CAPITAGREEN U0 048926

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SB Global Advisers Ltd

(Last) (First) (Middle)

69 GROSVENOR STREET,

(Street)

LONDON X0 W1K 3JP

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SVF II Holdings (DE) LLC

(Last) (First) (Middle)

251 LITTLE FALLS DRIVE,

(Street)

WILMINGTON DE 19808

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SVF II Beaver (DE) LLC

(Last) (First) (Middle)

251 LITTLE FALLS DRIVE

(Street)

WILMINGTON DE 19808

(City) (State) (Zip)

Explanation of Responses:

1. Each outstanding share of Class B Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock or Class C Common Stock. In addition, each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon any transfer, except for certain permitted transfers, whether or not for value.

2. SoftBank Group Corp., which is a publicly traded company listed on the Tokyo Stock Exchange, is the sole shareholder of SB Global Advisers Limited, which has been appointed as manager and is responsible for making final decisions related to the acquisition, structuring, financing and disposal of SoftBank Vision Fund II-2 L.P.'s investments, including as held by SVF II Beaver (DE) LLC. SoftBank Vision Fund II-2 L.P. is the sole limited partner of SVF II Aggregator (Jersey) L.P., which is the sole member of SVF II Holdings (DE) LLC, which is the sole member of SVF II Beaver (DE) LLC. As a result of these relationships, each of these entities may be deemed to share beneficial ownership of the securities held of record by SVF II Beaver (DE) LLC.

3. Each outstanding share of Class C Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock. In addition, each share of Class C Common Stock will convert automatically into one share of Class A Common Stock upon any transfer, except for certain permitted transfers, whether or not for value.

4. The Convertible Notes are convertible (1) any time on or after August 22, 2024, (2)(a) in the event of certain distributions to the holders of the Class A Common Stock, (2)(b) in the event of certain fundamental change events, and (3) in the event the Issuer redeems the Convertible Notes at a redemption price of 115% of par plus accrued interest in cash, at any time on or before the 30th trading day prior to the maturity date of the Convertible Notes if the last reported sale price of the Class A Common Stock has been at least 130% of the conversion price then in effect for at least 20 trading days during the 30 trading day period ending on, and including, the trading day immediately preceding the date of notice of optional redemption.

5. The Convertible Notes are convertible, at the option of the holder, into shares of Class A Common Stock, with an initial conversion rate per $1,000 of the $528,585,444 principal amount of Convertible Notes equal to (a) $1,000 divided by (b) a dollar amount equal to 115% of the average daily VWAP over the 20 VWAP trading days immediately prior to August 22, 2024 (the "First Anniversary VWAP"), subject to adjustments as described therein. The Indenture provides that the First Anniversary VWAP may be no less than $8.00 and no greater than $12.00, subject to adjustments as described therein. The number of shares of Class A Common Stock presented herein assumes a First Anniversary VWAP of $8.00.

6. SoftBank Group Corp. is the parent company of Silver Brick Management PTE. LTD., which has been appointed as investment manager of SB Northstar LP and is responsible for making voting and investment decisions with respect to SB Northstar LP's investments. As a result of these relationships, each of these entities may be deemed to share beneficial ownership of the securities held of record by SB Northstar LP.

Remarks:

	SoftBank Group Corp., By : /s/ Yuko Yamamoto, Head of Corporate Legal Department	09/01/2023
	SB Global Advisers Limited, By : /s/ Alex Clavel, as Director	09/01/2023
	SoftBank Vision Fund II-2 L.P., By : /s/ SB Global Advisers Limited, its Manager, By : /s/ Alex Clavel, as Director	09/01/2023
	SVF II Aggregator (Jersey) LP, By : /s/ Michael Johnson, as Director	09/01/2023
	SVF II Holdings (DE) LLC, By : /s/ Jonathan Duckles, as Director	09/01/2023
	SVF II Beaver (DE) LLC, By : /s/ Jonathan Duckles, as Director	09/01/2023
	Silver Brick Management PTE. LTD., By : /s/ Kozo Aramaki, as Director	09/01/2023
	SB Northstar LP, By : /s/ Stephen Lam, as Director	09/01/2023
	** Signature of Reporting Person	Date
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