Sessa Capital (Master), L.P. - Nov 10, 2023 Form 4 Insider Report for SAB Biotherapeutics, Inc. (SABS)

Role: Director
Signature: /s/ John Petry, for Sessa Capital (Master), L.P., By: Sessa Capital GP, LLC, its general partner, By: John Petry, as manager
Stock symbol: SABS
Transactions as of: Nov 10, 2023
Transactions value $: $13,269,000
Form type: 4
Date filed: 11/14/2023, 04:08 PM
Previous filing: Oct 24, 2023
Next filing: Nov 28, 2023

This filing has been restated, see here for the amended filing

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
transaction	SABS	Tranche A Warrants	Award		+13.3K			13.3K	Nov 10, 2023	Series A-1 or Series A-3 Convertible Preferred Stock	13.3K	$1,000.00	Direct	F1, F2
transaction	SABS	Tranche B Warrants	Award		+8.85K	+73.72%		20.8K	Nov 10, 2023	Series A-3 Convertible Preferred Stock	8.85K	$1,000.00	Direct	F2, F3
transaction	SABS	Tranche C Warrants	Award		+22.1K	+73.72%		52.1K	Nov 10, 2023	Series A-3 Convertible Preferred Stock	22.1K	$1,000.00	Direct	F2, F4
transaction	SABS	Tranche A Warrants	Options Exercise		-13.3K	-100%		0	Nov 13, 2023	Series A-1 or Series A-3 Convertible Preferred Stock	13.3K	$1,000.00	Direct	F1, F2, F5, F6
transaction	SABS	Series A-1 Convertible Preferred Stock	Award	$13.3M	+13.3K	+73.72%	$1,000.00^*	31.3K	Nov 13, 2023	Common Stock or Series A-2 Convertible Preferred Stock	21.1M	$0.63	Direct	F2, F5, F6

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Reflects the acquisition by Sessa Capital (Master), L.P. (the "Fund") of Tranche A Warrants (the "Tranche A Warrants") to purchase shares of Series A-1 Convertible Preferred Stock, par value $0.0001 per share ("Series A-1 Preferred Stock"), or shares of Series A-3 Convertible Preferred Stock, par value $0.0001 per share, of SAB Biotherapeutics, Inc. (the "Issuer") pursuant to a Warrant Amendment and Transfer Agreement, dated as of November 10, 2023 (the "Transfer Agreement"), in consideration for an agreement to exercise the Tranche A Warrants on or before November 14, 2023. The Tranche A Warrants became exercisable commencing on the Issuance Date (as defined in the Form of Preferred Tranche A Warrant) until November 14, 2023.
F2	These securities of the Issuer are beneficially owned by (i) the Fund, directly, (ii) Sessa Capital GP, LLC, indirectly as a result of being the sole general partner of the Fund, (iii) Sessa Capital IM, L.P., indirectly as a result of being the investment adviser for the Fund, (iv) Sessa Capital IM GP, LLC, indirectly as a result of being the sole general partner of Sessa Capital IM, L.P., and (v) John Petry, indirectly as a result of being the manager of Sessa Capital GP, LLC and Sessa Capital IM GP, LLC. Each of the Reporting Persons and Mr. Petry disclaim beneficial ownership of any securities reported by any person except to the extent of their pecuniary interest therein.
F3	Reflects the acquisition by the Fund of Tranche B Warrants (the "Tranche B Warrants") to purchase shares of Series A-3 Preferred Stock of the Issuer pursuant to the Transfer Agreement in consideration for an agreement to exercise the Tranche A Warrants on or before November 14, 2023. 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) 21 days following the Issuer's announcement of data from its SAB-142-101 clinical trial and (ii) March 31, 2025.
F4	Reflects the acquisition by the Fund of Tranche C Warrants (the "Tranche C Warrants") to purchase shares of Series A-3 Preferred Stock of the Issuer pursuant to the Transfer Agreement in consideration for an agreement to exercise the Tranche A Warrants on or before November 14, 2023. 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.
F5	Reflects the exercise by the Fund of the Tranche A Warrants acquired pursuant to the Transfer Agreement. The shares of Series A-1 Preferred Stock are automatically convertible into shares of common stock, $0.0001 par value per share ("Common Stock"), of the Issuer on the first trading day following the announcement of the approval by the stockholders of the Issuer of (i) an amendment to the Issuer's Certificate of Incorporation to increase the number of authorized shares of Common Stock of the Issuer and (ii) the issuance of the Series A-1 Preferred Stock.
F6	Due to a 1,000 character limit, Footnote 6 is a continuation of Footnote 5: The Series A-1 Preferred Stock is subject to a beneficial ownership blocker provision that prevents the Reporting Persons from converting the Series A-1 Preferred Stock into Common Stock to the extent such conversion would result in the Reporting Persons beneficially owning more than 4.99% of the Issuer's Common Stock outstanding immediately following such conversion, and to the extent the conversion would cause the Reporting Persons' beneficial ownership to exceed such maximum percentage, the Reporting Persons will receive shares of Series A-2 Convertible Preferred Stock, par value $0.0001 per share, in lieu of Common Stock of the Issuer.