Activant Ventures III Form 4 Better Home & Finance Holding / Steven Sarracino ownership change

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^*

Sarracino Steven

(Last) (First) (Middle)

C/O BETTER HOME & FINANCE HOLDING CO

3 WORLD TRADE CENTER, 175 GREENWICH ST

(Street)

NEW YORK NY 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)
09/30/2024

4. 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 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)
			Code	V	Amount	(A) or (D)	Price

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock	(1)	09/30/2024		P(2)		72,206		(1)	(1)	Class A Common Stock	72,206	(1)	72,206	I	See Footnote(2)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	366,788		366,788	I	By Activant Holdings I, Ltd.(3)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	143,035		143,035	I	By Activant Ventures III Opportunities Fund 1, LP(4)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	21,603		21,603	I	By Activant Ventures III Opportunities Fund 2, L.P.(5)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	17,466		17,466	I	By Activant Ventures III Opportunities Fund 3, LP(6)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	28,018		28,018	I	By Activant Ventures III Opportunities Fund 4, L.P.(7)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	122,226		122,226	I	By Activant Ventures III Opportunities Fund 6, LP(8)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	526,986		526,986	I	By Activant Ventures III, L.P.(9)

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 NY 10007

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Activant Ventures III, LP

(Last) (First) (Middle)

323 RAILROAD AVENUE

(Street)

GREENWICH CT 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 CT 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 CT 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 CT 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 CT 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 CT 06830

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Activant Ventures Advisors III, LLC

(Last) (First) (Middle)

323 RAILROAD AVENUE

(Street)

GREENWICH CT 06830

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Activant Capital Management, LLC

(Last) (First) (Middle)

323 RAILROAD AVENUE

(Street)

GREENWICH CT 06830

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Activant Holdings I, LTD

(Last) (First) (Middle)

323 RAILROAD AVENUE

(Street)

GREENWICH CT 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. On September 30, 2024, an Activant-affiliated entity entered into a purchase agreement with an unrelated entity to acquire certain portfolio property, which property includes, among other investments, 72,206 shares of Class B Common Stock. Closing is expected to occur on or about October 14, 2024, after which Mr. Sarracino will become a director of the entity. Therefore, Mr. Sarracino may be deemed to have voting and dispositive power over such shares.

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 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.

5. 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.

6. 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.

7. 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.

8. 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.

9. 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.

	/s/ Steven Sarracino	10/02/2024
	/s/ Steven Sarracino, as authorized person for the GP of Activant Ventures III Opportunities Fund 1, L.P.	10/02/2024
	/s/ Steven Sarracino, as authorized person for the GP of Activant Ventures III Opportunities Fund 2, L.P.	10/02/2024
	/s/ Steven Sarracino, as authorized person for the GP of Activant Ventures III Opportunities Fund 3, L.P.	10/02/2024
	/s/ Steven Sarracino, as authorized person for the GP of Activant Ventures III Opportunities Fund 4, L.P.	10/02/2024
	/s/ Steven Sarracino, as authorized person for the GP of Activant Ventures III Opportunities Fund 6, L.P.	10/02/2024
	/s/ Steven Sarracino, as authorized person for the GP of Activant Ventures III, L.P.	10/02/2024
	/s/ Steven Sarracino, as sole member and manager of Activant Ventures Advisors III, LLC	10/02/2024
	/s/ Steven Sarracino, as sole member and manager of Activant Capital Management, LLC	10/02/2024
	/s/ Steven Sarracino, as authorized person for the GPs of Activant Holdings I, Ltd.	10/02/2024
	** Signature of Reporting Person	Date
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