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
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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                                                                   Exhibit 24

                              LIMITED POWER OF ATTORNEY

        The undersigned hereby constitutes and appoints each of Kevin
Appelbaum, Mark Heinen and Shoaib Ghias, Esq., signing singly, and with full
power of substitution, the undersigned's true and lawful attorney-in-fact to:

        (1)    execute for and on behalf of the undersigned, in the
undersigned's capacity as officer and/or director of Better Therapeutics, Inc.,
a Delaware corporation (the "Company"), from time to time the following U.S.
Securities and Exchange Commission ("SEC") forms: (i) Form ID, including any
attached documents (such as Update Passphrase Authentication), to effect the
assignment of codes to the undersigned to be used in the transmission of
information to the SEC using the EDGAR System; (ii) Form 3, Initial Statement
of Beneficial Ownership of Securities, including any attached documents; (iii)
Form 4, Statement of Changes in Beneficial Ownership of Securities, including
any attached documents; (iv) Form 5, Annual Statement of Beneficial Ownership
of Securities in accordance with Section 16(a) of the Securities Exchange Act
of 1934, as amended, and the rules thereunder, including any attached
documents; (v) Schedules 13D and 13G; and (vi) amendments of each thereof, in
accordance with the Securities Exchange Act of 1934, as amended, and the rules
thereunder, including any attached documents;

        (2)    do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and execute any
such Form 3, 4 or 5, Schedule 13D or 13G, or any amendment(s) thereto and
timely file such form(s) with the SEC and any securities exchange, national
association or similar authority; and

        (3)    take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact, may be of benefit
to, in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of
the undersigned pursuant to this Power of Attorney shall be in such form and
shall contain such terms and conditions as such attorney-in-fact may approve in
such attorney-in-fact's discretion.

        The undersigned hereby grants to each such attorney-in-fact, acting
singly, full power and authority to do and perform any and every act and thing
whatsoever requisite, necessary or proper to be done in the exercise of any of
the rights and powers herein granted, as fully to all intents and purposes as
the undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 or Regulation 13D-G of
the Securities Exchange Act of 1934, as amended. The undersigned hereby agrees
to indemnify the attorneys-in-fact and the Company from and against any demand,
damage, loss, cost or expense arising from any false or misleading information
provided by the undersigned to the attorneys-in-fact.

        This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file such forms with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact. This Power of Attorney supersedes any prior power
of attorney in connection with the undersigned's capacity as an officer and/or
director of the Company. This Power of Attorney shall expire as to any
individual attorney-in-fact if such attorney-in-fact ceases to be an employee
of, or legal counsel to, the Company.

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of October 13, 2021.

                                   /s/ David P. Perry
                                   -------------------------------
                                   David P. Perry

                                                                   Exhibit 24

                              LIMITED POWER OF ATTORNEY

        The undersigned hereby constitutes and appoints each of Kevin
Appelbaum, Mark Heinen and Shoaib Ghias, Esq., signing singly, and with full
power of substitution, the undersigned's true and lawful attorney-in-fact to:

        (1)    execute for and on behalf of the undersigned, in the
undersigned's capacity as officer and/or director of Better Therapeutics, Inc.,
a Delaware corporation (the "Company"), from time to time the following U.S.
Securities and Exchange Commission ("SEC") forms: (i) Form ID, including any
attached documents (such as Update Passphrase Authentication), to effect the
assignment of codes to the undersigned to be used in the transmission of
information to the SEC using the EDGAR System; (ii) Form 3, Initial Statement
of Beneficial Ownership of Securities, including any attached documents; (iii)
Form 4, Statement of Changes in Beneficial Ownership of Securities, including
any attached documents; (iv) Form 5, Annual Statement of Beneficial Ownership
of Securities in accordance with Section 16(a) of the Securities Exchange Act
of 1934, as amended, and the rules thereunder, including any attached
documents; (v) Schedules 13D and 13G; and (vi) amendments of each thereof, in
accordance with the Securities Exchange Act of 1934, as amended, and the rules
thereunder, including any attached documents;

        (2)    do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and execute any
such Form 3, 4 or 5, Schedule 13D or 13G, or any amendment(s) thereto and
timely file such form(s) with the SEC and any securities exchange, national
association or similar authority; and

        (3)    take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact, may be of benefit
to, in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of
the undersigned pursuant to this Power of Attorney shall be in such form and
shall contain such terms and conditions as such attorney-in-fact may approve in
such attorney-in-fact's discretion.

        The undersigned hereby grants to each such attorney-in-fact, acting
singly, full power and authority to do and perform any and every act and thing
whatsoever requisite, necessary or proper to be done in the exercise of any of
the rights and powers herein granted, as fully to all intents and purposes as
the undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 or Regulation 13D-G of
the Securities Exchange Act of 1934, as amended. The undersigned hereby agrees
to indemnify the attorneys-in-fact and the Company from and against any demand,
damage, loss, cost or expense arising from any false or misleading information
provided by the undersigned to the attorneys-in-fact.

        This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file such forms with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact. This Power of Attorney supersedes any prior power
of attorney in connection with the undersigned's capacity as an officer and/or
director of the Company. This Power of Attorney shall expire as to any
individual attorney-in-fact if such attorney-in-fact ceases to be an employee
of, or legal counsel to, the Company.

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of October 23, 2021.

                                   DAVID P. PERRY 2015 TRUST

                                   By: /s/ David P. Perry
                                      -------------------------------
                                   Name: David P. Perry
                                   Title: Trustee