4//SEC Filing
Haymaker Sponsor III LLC 4
Accession 0000899243-22-020295
CIK 0001819253other
Filed
May 30, 8:00 PM ET
Accepted
May 31, 8:55 PM ET
Size
13.1 KB
Accession
0000899243-22-020295
Insider Transaction Report
Form 4
biote Corp.BTMD
Haymaker Sponsor III LLC
10% Owner
Transactions
- Exercise/Conversion
Class A Common Stock
2022-05-26+7,937,500→ 7,937,500 total - Other
Class A Common Stock
2022-05-26−800,000→ 7,137,500 total - Award
Private Placement Warrants
2022-05-26$1.50/sh+5,566,666$8,349,999→ 5,566,666 totalExercise: $11.50From: 2022-06-25Exp: 2027-05-26→ Class A Common Stock (5,566,666 underlying) - Conversion
Class B Common Stock
2022-05-26−7,937,500→ 0 total→ Class A Common Stock (7,937,500 underlying)
Footnotes (4)
- [F1]On May 27, 2022, Haymaker Acquisition Corp. III ("Haymaker" and the former name of biote Corp.) consummated its initial business combination (the "Business Combination") with BioTE Holdings, LLC. In connection with the consummation of the Business Combination, each share of Class B common stock, par value $0.0001 per share, of Haymaker automatically converted into one share of Class A common stock, par value $0.0001 per share, of biote Corp. ("biote Corp. Class A Common Stock").
- [F2]On May 27, 2022, Haymaker Sponsor III LLC (the "Sponsor") transferred an aggregate of 800,000 shares of biote Corp. Class A Common Stock previously held by the Sponsor to certain transferees.
- [F3]These securities are held by the Sponsor. Mr. Steven J. Heyer and Mr. Andrew R. Heyer are the managing members of the Sponsor and jointly have voting and dispositive power of the securities held by the Sponsor. Accordingly, Messrs. Heyer and Heyer may be deemed to have or share beneficial ownership of such securities. Messrs. Heyer and Heyer disclaim beneficial ownership of the securities held by the Sponsor, except to the extent of any pecuniary interest therein.
- [F4]The private placement warrants are reported as acquired for purposes of Section 16 of the Securities Exchange Act of 1934 concurrent with the closing of the Business Combination (the "Closing"), because, pursuant to their terms, their exercise was not within the control of the Reporting Person until the Closing. Each private placement warrant is exercisable for one share of biote Corp. Class A Common Stock at an exercise price of $11.50 per share, subject to certain adjustments. The private placement warrants may be exercised commencing 30 days after the Closing and expire five years after the Closing or earlier upon redemption or liquidation. The private placement warrants consist of 5,566,666 private placement warrants purchased by the Sponsor in a private placement from Haymaker simultaneously with the consummation of Haymaker's initial public offering.
Documents
Issuer
biote Corp.
CIK 0001819253
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001819252
Filing Metadata
- Form type
- 4
- Filed
- May 30, 8:00 PM ET
- Accepted
- May 31, 8:55 PM ET
- Size
- 13.1 KB