Amended Statement of Ownership (sc 13g/a)
2023年6月24日 - 2:12AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
SCHEDULE
13G
Under the Securities
Exchange Act of 1934
(Amendment No. 1)*
biote
Corp. |
(Name
of Issuer) |
Class
A common stock, par value $0.0001 per share |
(Title
of Class of Securities) |
June
9, 2023 |
(Date
of Event Which Requires Filing of this Statement) |
Check the appropriate
box to designate the rule pursuant to which this Schedule is filed:
[_] Rule 13d-1(b)
[X] Rule 13d-1(c)
[_] Rule 13d-1(d)
__________
*The remainder of this cover page
shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any
subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information
required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
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1. |
NAME OF REPORTING PERSONS |
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Roystone Capital Management LP
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2. |
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS) |
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(a) [_] |
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(b) [_] |
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3. |
SEC USE ONLY |
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4. |
CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware |
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NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH |
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|
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5. |
SOLE VOTING POWER |
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|
|
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|
0 |
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6. |
SHARED VOTING POWER |
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|
|
|
|
3,070,938 |
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|
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7. |
SOLE DISPOSITIVE POWER |
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|
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0 |
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8. |
SHARED DISPOSITIVE POWER |
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|
|
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|
3,070,938 |
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9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON |
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|
|
|
3,070,938 |
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|
|
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10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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|
[_] |
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9) |
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|
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10.7% |
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12. |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA |
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|
1. |
NAME OF REPORTING PERSONS |
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Roystone Capital Holdings LLC |
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|
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|
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS) |
|
|
(a) [_] |
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|
(b) [_] |
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|
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3. |
SEC USE ONLY |
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|
|
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|
|
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4. |
CITIZENSHIP OR PLACE OF ORGANIZATION |
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|
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|
Delaware |
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|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH |
|
|
|
5. |
SOLE VOTING POWER |
|
|
|
|
|
0 |
|
|
|
|
6. |
SHARED VOTING POWER |
|
|
|
|
|
3,070,938 |
|
|
|
|
7. |
SOLE DISPOSITIVE POWER |
|
|
|
|
|
0 |
|
|
|
|
8. |
SHARED DISPOSITIVE POWER |
|
|
|
|
|
3,070,938 |
|
|
|
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9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON |
|
|
|
|
3,070,938 |
|
|
|
|
10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
|
|
|
[_] |
|
|
|
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9) |
|
|
|
|
|
10.7% |
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|
|
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12. |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO |
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|
|
1. |
NAME OF REPORTING PERSONS |
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Guines LLC |
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|
|
|
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS) |
|
|
(a) [_] |
|
|
(b) [_] |
|
|
|
3. |
SEC USE ONLY |
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|
|
|
|
|
|
|
|
|
4. |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
|
|
Delaware |
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH |
|
|
|
5. |
SOLE VOTING POWER |
|
|
|
|
|
0 |
|
|
|
|
6. |
SHARED VOTING POWER |
|
|
|
|
|
3,070,938 |
|
|
|
|
7. |
SOLE DISPOSITIVE POWER |
|
|
|
|
|
0 |
|
|
|
|
8. |
SHARED DISPOSITIVE POWER |
|
|
|
|
|
3,070,938 |
|
|
|
|
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON |
|
|
|
|
3,070,938 |
|
|
|
|
10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
|
|
|
[_] |
|
|
|
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9) |
|
|
|
|
|
10.7% |
|
|
|
|
12. |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO |
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|
|
1. |
NAME OF REPORTING PERSONS |
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|
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|
Richard Barrera |
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|
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2. |
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS) |
|
|
(a) [_] |
|
|
(b) [_] |
|
|
|
3. |
SEC USE ONLY |
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4. |
CITIZENSHIP OR PLACE OF ORGANIZATION |
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|
United States of America |
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NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH |
|
|
|
5. |
SOLE VOTING POWER |
|
|
|
|
|
0 |
|
|
|
|
6. |
SHARED VOTING POWER |
|
|
|
|
|
3,070,938 |
|
|
|
|
7. |
SOLE DISPOSITIVE POWER |
|
|
|
|
|
0 |
|
|
|
|
8. |
SHARED DISPOSITIVE POWER |
|
|
|
|
|
3,070,938 |
|
|
|
|
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON |
|
|
|
|
3,070,938 |
|
|
|
|
10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
|
|
|
[_] |
|
|
|
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9) |
|
|
|
|
|
10.7% |
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12. |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN, HC |
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Item 1. |
(a). |
Name of Issuer: |
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biote Corp. |
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(b). |
Address of Issuer's Principal Executive
Offices: |
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1875 W. Walnut Hill Lane #100 |
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Irving, TX 75038 |
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Item 2. |
(a). |
Name of Person Filing: |
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Roystone Capital Management LP
Roystone Capital Holdings LLC
Guines LLC
Richard Barrera |
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(b). |
Address of Principal Business Office,
or if None, Residence: |
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Roystone Capital Management LP
767 Third Avenue, 29th Floor
New York, New York 10017
United States of America
Roystone Capital Holdings LLC
767 Third Avenue, 29th Floor
New York, New York 10017
United States of America
Guines LLC
767 Third Avenue, 29th Floor
New York, New York 10017
United States of America
Richard Barrera
767 Third Avenue, 29th Floor
New York, New York 10017
United States of America |
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(c). |
Citizenship: |
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Roystone Capital Management LP - Delaware
Roystone Capital Holdings LLC –
Cayman Islands
Guines LLC - Delaware
Richard Barrera – United States
of America |
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(d). |
Title of Class of Securities: |
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Class A common
stock, par value $0.0001 per share |
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(e). |
CUSIP Number: |
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090683103 |
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Item 3. |
If This Statement is filed pursuant
to ss.240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filing is a |
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(a) |
[_] |
Broker or dealer registered under
Section 15 of the Exchange Act (15 U.S.C. 78c). |
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(b) |
[_] |
Bank as defined in Section 3(a)(6) of the Exchange
Act (15 U.S.C. 78c). |
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(c) |
[_] |
Insurance company as defined in Section 3(a)(19)
of the Exchange Act (15 U.S.C. 78c). |
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(d) |
[_] |
Investment company registered under Section 8
of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
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(e) |
[_] |
An investment adviser in accordance with §
240.13d-1(b)(1)(ii)(E); |
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(f) |
[_] |
An employee benefit plan or endowment fund in
accordance with § 240.13d-1(b)(1)(ii)(F); |
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(g) |
[_] |
A parent holding company or control person in
accordance with Rule 13d-1(b)(1)(ii)(G); |
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(h) |
[_] |
A savings association as defined in Section 3(b)
of the Federal Deposit Insurance Act (12 U.S.C.1813); |
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(i) |
[_] |
A church plan that is excluded from the definition
of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
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(j) |
[_] |
Group, in accordance with s.240.13d-1(b)(1)(ii)(J). |
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Provide the following information
regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. |
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(a) |
Amount beneficially owned: |
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|
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3,070,938 shares deemed beneficially
owned by Roystone Capital Management LP
3,070,938 shares deemed beneficially
owned by Roystone Capital Holdings LLC
3,070,938 shares deemed beneficially
owned by Guines LLC
3,070,938 shares deemed beneficially
owned by Richard Barrera |
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(b) |
Percent of class: |
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|
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10.7% deemed beneficially owned by Roystone
Capital Management LP
10.7% deemed beneficially owned by Roystone
Capital Holdings LLC
10.7% deemed beneficially owned by Guines
LLC
10.7% deemed beneficially owned by Richard
Barrera |
|
(c) |
Number of shares as to which Roystone
Capital Management LP has: |
|
(i) |
Sole power to vote or to direct the
vote |
0 |
, |
|
|
|
|
|
(ii) |
Shared power to vote or to direct the vote |
3,070,938 |
, |
|
|
|
|
|
(iii) |
Sole power to dispose or to direct the disposition
of |
0 |
, |
|
|
|
|
|
(iv) |
Shared power to dispose or to direct the disposition
of |
3,070,938 |
. |
|
Number of shares as to which Roystone
Capital Holdings LLC has: |
|
(i) |
Sole power to vote or to direct the
vote |
0 |
, |
|
|
|
|
|
(ii) |
Shared power to vote or to direct the vote |
3,070,938 |
, |
|
|
|
|
|
(iii) |
Sole power to dispose or to direct the disposition
of |
0 |
, |
|
|
|
|
|
(iv) |
Shared power to dispose or to direct the disposition
of |
3,070,938 |
. |
|
Number of shares as to which Guines
LLC has: |
|
(i) |
Sole power to vote or to direct the
vote |
0 |
, |
|
|
|
|
|
(ii) |
Shared power to vote or to direct the vote |
3,070,938 |
, |
|
|
|
|
|
(iii) |
Sole power to dispose or to direct the disposition
of |
0 |
, |
|
|
|
|
|
(iv) |
Shared power to dispose or to direct the disposition
of |
3,070,938 |
. |
|
Number of shares as to which Richard
Barrera has: |
|
(i) |
Sole power to vote or to direct the
vote |
0 |
, |
|
|
|
|
|
(ii) |
Shared power to vote or to direct the vote |
3,070,938 |
, |
|
|
|
|
|
(iii) |
Sole power to dispose or to direct the disposition
of |
0 |
, |
|
|
|
|
|
(iv) |
Shared power to dispose or to direct the disposition
of |
3,070,938 |
. |
Item 5. |
Ownership of Five Percent or Less
of a Class. |
|
If this statement is being filed to
report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of
the class of securities, check the following [ ].
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N/A |
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Item 6. |
Ownership of More Than Five Percent
on Behalf of Another Person. |
|
If any other person is known to have
the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement
to that effect should be included in response to this item and, if such interest relates to more than five percent of the class,
such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company
Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
|
|
N/A |
|
|
Item 7. |
Identification and Classification
of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. |
|
If a parent holding company has filed
this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the
Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or
Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
|
|
N/A |
|
|
Item 8. |
Identification and Classification
of Members of the Group. |
|
If a group has filed this schedule pursuant
to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification
of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit
stating the identity of each member of the group.
|
|
N/A |
|
|
Item 9. |
Notice of Dissolution of Group. |
|
Notice of dissolution of a group may
be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security
reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5.
|
|
N/A |
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By signing below I certify that,
to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or
with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection
with a nomination under § 240.14a-11. |
SIGNATURE
After reasonable
inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and
correct.
|
Roystone Capital Management LP*
By: Roystone Capital Holdings LLC, its
general partner
By: /s/ Laura Roche |
|
(Signature) |
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|
Laura Roche,
Chief Financial Officer |
|
(Name/Title) |
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Guines LLC*
By: /s/ Richard Barrera |
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(Signature) |
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|
Richard Barrera,
Managing Member |
|
(Name/Title) |
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Roystone Capital Holdings LLC*
By: /s/ Richard Barrera |
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(Signature) |
|
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|
Richard Barrera,
Managing Member |
|
(Name/Title) |
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/s/ Richard Barrera* |
|
Richard Barrera |
* The Reporting Persons disclaim
beneficial ownership in the Shares reported herein except to the extent of their pecuniary interest therein.
The original statement shall be signed
by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person
by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's
authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement
shall be typed or printed beneath his signature.
Note. Schedules filed in paper format
shall include a signed original and five copies of the schedule, including all exhibits. See s.240.13d-7 for other parties for whom copies
are to be sent.
Attention. Intentional misstatements
or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).
Exhibit
A
AGREEMENT
The undersigned
agree that this Schedule 13G amendment dated June 23, 2023 relating to the Class A common stock, par value $0.0001 per share of biote
Corp., shall be filed on behalf of the undersigned.
|
Roystone Capital Management LP
By: Roystone Capital Holdings LLC, its
general partner
By: /s/ Laura Roche |
|
(Signature) |
|
|
|
Laura Roche,
Chief Financial Officer |
|
(Name/Title) |
|
Guines LLC
By: /s/ Richard Barrera |
|
(Signature) |
|
|
|
Richard Barrera,
Managing Member |
|
(Name/Title) |
|
Roystone Capital Holdings LLC
By: /s/ Richard Barrera |
|
(Signature) |
|
|
|
Richard Barrera,
Managing Member |
|
(Name/Title) |
|
|
|
|
|
/s/ Richard Barrera |
|
Richard Barrera |
Biote (NASDAQ:BTMD)
過去 株価チャート
から 12 2024 まで 1 2025
Biote (NASDAQ:BTMD)
過去 株価チャート
から 1 2024 まで 1 2025