4//SEC Filing
Donovitz Gary Steven 4
Accession 0001209191-22-033035
CIK 0001819253other
Filed
May 30, 8:00 PM ET
Accepted
May 31, 9:30 PM ET
Size
22.3 KB
Accession
0001209191-22-033035
Insider Transaction Report
Form 4
biote Corp.BTMD
Donovitz Gary Steven
10% Owner
Transactions
- Award
Class V Common Stock
2022-05-26+703,808→ 703,808 total(indirect: See footnote) - Award
Class V Common Stock
2022-05-26+18,653,977→ 18,653,977 total(indirect: See footnote) - Other
Class V Common Stock
2022-05-26+3,840,969→ 22,494,946 total(indirect: See footnote) - Award
Retained Biote Units
2022-05-26+723,551→ 703,808 total(indirect: See footnote)→ Class A Common Stock (703,808 underlying) - Award
Retained Biote Units
2022-05-26+18,653,977→ 18,653,977 total(indirect: See footnote)→ Class A Common Stock (18,653,977 underlying) - Other
Retained Biote Units
2022-05-26+3,840,969→ 22,494,946 total(indirect: See footnote)→ Class A Common Stock (3,840,969 underlying) - Other
Class V Common Stock
2022-05-26+144,918→ 848,726 total(indirect: See footnote) - Other
Retained Biote Units
2022-05-26+144,918→ 848,726 total(indirect: See footnote)→ Class A Common Stock (144,918 underlying)
Footnotes (6)
- [F1]These shares of Class V Common Stock of the Issuer provide no economic rights in the Issuer to the holder thereof. However, each holder of Class V Common Stock will be entitled to vote with the holders of Class A Common Stock of the Issuer, with each share of Class V Common Stock entitling the holder to a number of votes equal to the number of Retained Biote Units held by such Class V Common Stock holder at the time of such vote.
- [F2]Received pursuant to the Business Combination Agreement between Haymaker Acquisition Corp. III, a Delaware corporation, Haymaker Sponsor III LLC, a Delaware limited liability company, BioTE Holdings, LLC, a Nevada limited liability company ("Biote"), BioTE Management, LLC, a Nevada limited liability company, Dr. Gary Donovitz, in his individual capacity and Teresa S. Weber, in her capacity as the members' representative (the "BCA").
- [F3]The securities are held by BioTE Management, LLC (the "LLC"). The Reporting Person is sole member of the LLC.
- [F4]Pursuant to the BCA, the Reporting Person acquired these earn-out securities which are subject to certain restrictions and potential forfeiture pending the achievement of certain earnout targets or the occurrence of a Change of Control.
- [F5]The securities are held by Gary S. Donovitz 2012 Irrevocable Trust (the "Trust"). The Reporting Person is a trustee of the Trust.
- [F6]The Retained Biote Units (the "Units") represent non-voting limited liability company interests of Biote. Pursuant to the terms of the Second Amended and Restated Operating Agreement, beginning November 26, 2022 these Units and an equivalent number of shares of Class V Common Stock are exchangeable on a one-for-one basis for shares of Class A Common Stock, subject to certain conditions or in certain circumstances, at the election of the Issuer in its capacity as the sole manager of Biote, the cash equivalent of the market value of one share of Class A common stock. These exchange rights do not expire.
Documents
Issuer
biote Corp.
CIK 0001819253
Entity typeother
Related Parties
1- filerCIK 0001931339
Filing Metadata
- Form type
- 4
- Filed
- May 30, 8:00 PM ET
- Accepted
- May 31, 9:30 PM ET
- Size
- 22.3 KB