Perry David P Form 3 Better Therapeutics / DAVID P PERRY ownership change

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^*

PERRY DAVID P

(Last) (First) (Middle)

C/O BETTER THERAPEUTICS, INC.

548 MARKET STREET, #49404

(Street)

SAN FRANCISCO CA 94104

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/28/2021

3. Issuer Name and Ticker or Trading Symbol
Better Therapeutics, Inc. [ BTTX ]

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

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

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)
Common Stock	51,536	D
Common Stock	10,164,015(1)(2)	I	By David P. Perry 2015 Trust(3)
Common Stock	293,150(1)(2)	I	By spouse(4)
Common Stock	21,336(1)(2)	I	By Pensus Limited Trust(5)
Common Stock	200,000(6)	I	By David P. Perry 2015 Trust(3)
Common Stock	100,000(7)	I	By David P. Perry 2015 Trust(3)

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

1. Name and Address of Reporting Person^*

PERRY DAVID P

(Last) (First) (Middle)

C/O BETTER THERAPEUTICS, INC.

548 MARKET STREET, #49404

(Street)

SAN FRANCISCO CA 94104

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

David P. Perry 2015 Trust

(Last) (First) (Middle)

C/O BETTER THERAPEUTICS, INC.

548 MARKET STREET, #49404

(Street)

SAN FRANCISCO CA 94104

(City) (State) (Zip)

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger, dated April 6, 2021, as amended (the "Merger Agreement"), by and among Mountain Crest Acquisition Corp. II ("Issuer"), MCAD Merger Sub Inc. ("Merger Sub") and Better Therapeutics, Inc. ("BTX"), on October 28, 2021, Merger Sub merged with and into BTX, with BTX surviving the merger as a wholly-owned subsidiary of Issuer (such merger and the other transactions contemplated by the Merger Agreement, the "Business Combination").

2. At the effective time of the Business Combination (the "Effective Time"), each share of BTX common stock (including shares of BTX common stock resulting from the conversion of BTX preferred stock and BTX Simple Agreements for Future Equity) was converted into a right to receive the number of shares of Issuer common stock equal to the product of the number of shares of BTX common stock and 0.9475 (the "Exchange Ratio"), with fractional shares rounded to the nearest whole share. Issuer subsequently changed its name to Better Therapeutics, Inc.

3. These shares are owned directly by the David P. Perry 2015 Trust (the "Perry Trust"), a ten percent owner of Issuer, and indirectly by David P. Perry as trustee of the Perry Trust. Mr. Perry is an officer, director and ten percent owner of Issuer.

4. These shares are owned directly by Mr. Perry's spouse, Georgianna Maule-Ffinch.

5. These shares are owned directly by Donald R. Leo, Trustee of Pensus Limited Trust dated 06/12/2010 FBO Georgianna Maule-Ffinch (the "Pensus Limited Trust") for the benefit of Georgianna Maule-Ffinch.

6. These shares were acquired pursuant to a stock purchase agreement by and between Issuer, Mountain Crest Capital LLC and the Perry Trust, whereby Mountain Crest Capital LLC transferred such shares to the Perry Trust at the Effective Time.

7. On April 6, 2021, Issuer entered into subscription agreements with certain investors (the "PIPE Investors") pursuant to which the PIPE Investors agreed to purchase shares of Issuer common stock for $10.00 per share in connection with, and conditioned upon, the substantially concurrent consummation of certain transactions, including the Business Combination. As one of the PIPE Investors, on April 6, 2021, the Perry Trust acquired 100,000 shares of Issuer common stock for $10.00 per share.

Remarks:

Executive Chairman of the Board of Directors Exhibit 24 - Power of Attorney

	/s/ Mark Heinen, Attorney-in-Fact for David P. Perry	11/01/2021
	/s/ Mark Heinen, Attorney-in-Fact for David P. Perry 2015 Trust	11/01/2021
	** Signature of Reporting Person	Date
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