Sessa Capital (Master), L.P. - Nov 10, 2023 Form 4/A - Amendment 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/A - Amendment
Date filed: 11/15/2023, 04:30 PM
Date Of Original Report: Nov 14, 2023
Previous filing: Oct 24, 2023
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
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	F1, F2, F3, F4

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

Explanation of Responses:

Id	Content
F1	Reflects the exercise by Sessa Capital (Master), L.P. (the "Fund") of Tranche A Warrants acquired pursuant to a Warrant Amendment and Transfer Agreement, dated as of November 10, 2023. The shares of Series A-1 Convertible Preferred Stock, par value $0.0001 per share ("Series A-1 Preferred Stock"), are automatically convertible into shares of common stock, $0.0001 par value per share ("Common Stock"), of SAB Biotherapeutics, Inc. (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.
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 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.
F3	The Form 4, as originally filed on November 14, 2023, incorrectly reported this number as 21,057,903. The correct number is 21,061,904.
F4	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.