Helen K. Ellias - Nov 14, 2023 Form 3 Insider Report for SAB Biotherapeutics, Inc. (SABS)

Role
Director
Signature
/s/ Katie Ellias
Stock symbol
SABS
Transactions as of
Nov 14, 2023
Transactions value $
$0
Form type
3
Date filed
11/22/2023, 04:30 PM
Next filing
Nov 28, 2023

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding SABS Series A-1 Convertible Preferred Stock Nov 14, 2023 Common Stock and/or Series A-2 Preferred Stock 2.86M $0.63 See Footnote F1, F2, F3
holding SABS Preferred Tranche B Warrants Nov 14, 2023 Series A-3 Preferred Stock 1.2K $1,000.00 See Footnote F3, F4
holding SABS Preferred Tranche C Warrants Nov 14, 2023 Series A-3 Preferred Stock 3K $1,000.00 See Footnote F3, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents shares of Series A-1 Convertible Preferred Stock, par value $0.0001 per share with a stated value of $1,000 per share (the "Series A-1 Preferred Stock") of the Registrant held by JDRF T1D Fund, LLC ("JDRF") that (i) JDRF purchased in a private placement offering of the Registrant's securities which closed on October 2, 2023 (the "Offering") and (ii) JDRF acquired upon the exercise of Tranche A Warrants (the "Tranche A Warrants") to purchase shares of Series A-1 Preferred Stock and/or shares of Series A-3 Preferred Stock, par value $0.0001 per share (the "Series A-3 Preferred Stock"), issued to JDRF in the Offering. The Series A-1 Preferred Stock, subject to approval of the Registrant's stockholders ("Stockholder Approval"), is automatically convertible into shares of common stock, par value $0.0001 per share (the "Common Stock") on the first trading day following the announcement of the Stockholder Approval.
F2 Due to a 1,000 character limit, Footnote 2 is a continuation of Footnote 1: The Series A-1 Preferred Stock is subject to a beneficial ownership blocker provision that prevents the Reporting Person from converting the Series A-1 Preferred Stock into Common Stock to the extent such conversion would result in the Reporting Person beneficially owning more than 9.99% of the Common Stock outstanding immediately following such conversion, and to the extent the conversion would cause the Reporting Person's beneficial ownership to exceed such maximum percentage, the Reporting Person will receive shares of Series A-2 Convertible Preferred Stock, par value $0.0001 per share, in lieu of Common Stock.
F3 These securities are beneficially owned by JDRF, directly. Helen Katherine Ellias, a Managing Director with JDRF, is a member of the board of directors of the Registrant. JDRF is a non-profit organization and the Reporting Person is an employee of such organization. As such, the Reporting Person disclaims beneficial ownership of any securities held by JDRF.
F4 Represents warrants issued to JDRF in the Offering to acquire shares of Series A-3 Preferred Stock (the "Tranche B Warrants"). The Tranche B Warrants are exercisable commencing on the Exercisability Date (as defined in the Form of Preferred Tranche B Warrant) until the later of (i) 15 days following the Registrant's announcement of data from its SAB-142-101 clinical trial and (ii) March 31, 2025.
F5 Represents warrants issued to JDRF in the Offering to acquire shares of Series A-3 Preferred Stock (the "Tranche C Warrants"). The Tranche C Warrants are exercisable commencing on the Exercisability Date (as defined in the Form of Preferred Tranche C Warrant) until the five (5) year anniversary of such date.