Edward D. Hamilton - Oct 1, 2021 Form 4 Insider Report for SAB Biotherapeutics, Inc. (SABS)

Role
10%+ Owner
Signature
/s/ Edward D. Hamilton
Stock symbol
SABS
Transactions as of
Oct 1, 2021
Transactions value $
$792,979
Form type
4
Date filed
10/26/2021, 09:51 PM
Next filing
Oct 22, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SABS Common Stock Award +4.97M 4.97M Oct 22, 2021 Direct F1
transaction SABS Common Stock Award $27.2K +2.7K $10.10* 2.7K Oct 1, 2021 Direct F2
transaction SABS Common Stock Award $210K +20.8K $10.10* 20.8K Oct 13, 2021 Direct F2
transaction SABS Common Stock Award $51.4K +5.09K $10.10* 5.09K Oct 14, 2021 Direct F2
transaction SABS Common Stock Award $252K +25K $10.09* 25K Oct 12, 2021 By spouse F2
transaction SABS Common Stock Award $252K +25K $10.08* 25K Oct 12, 2021 By spouse F2
transaction SABS Common Stock Award +5.05M 5.05M Oct 22, 2021 By spouse F1

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 Earnout Rights (Common Stock) Award +2.01M 2.01M Oct 22, 2021 Common Stock 2.01M Direct F3, F4
transaction SABS Employee Stock Option (right to buy) Award +163K 163K Oct 22, 2021 Common Stock 163K $0.25 Direct F5, F6
transaction SABS Employee Stock Option (right to buy) Award +163K 163K Oct 22, 2021 Common Stock 163K $0.25 Direct F5, F6
transaction SABS Employee Stock Option (right to buy) Award +116K 116K Oct 22, 2021 Common Stock 116K $0.25 Direct F5, F6
transaction SABS Employee Stock Option (right to buy) Award +23.3K 23.3K Oct 22, 2021 Common Stock 23.3K $1.25 Direct F5, F6
transaction SABS Earnout Rights (Restricted Stock Units) Award +188K 188K Oct 22, 2021 Common Stock 188K Direct F6, F7
transaction SABS Earnout Rights (Common Stock) Award +2.04M 2.04M Oct 22, 2021 Common Stock 2.04M By spouse F3, F4
transaction SABS Employee Stock Option (right to buy) Award +11.6K 11.6K Oct 22, 2021 Common Stock 11.6K $0.25 By spouse F5, F6
transaction SABS Employee Stock Option (right to buy) Award +34.9K 34.9K Oct 22, 2021 Common Stock 34.9K $0.25 By spouse F5, F6
transaction SABS Employee Stock Option (right to buy) Award +11.6K 11.6K Oct 22, 2021 Common Stock 11.6K $0.25 By spouse F5, F6
transaction SABS Employee Stock Option (right to buy) Award +11.6K 11.6K Oct 22, 2021 Common Stock 11.6K $0.25 By spouse F5, F6
transaction SABS Employee Stock Option (right to buy) Award +23.3K 23.3K Oct 22, 2021 Common Stock 23.3K $1.00 By spouse F5, F8
transaction SABS Employee Stock Option (right to buy) Award +69.8K 69.8K Oct 22, 2021 Common Stock 69.8K $1.25 By spouse F5, F9
transaction SABS Earnout Rights (Restricted Stock Units) Award +47.8K 47.8K Oct 22, 2021 Common Stock 47.8K By spouse F6, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Pursuant to the Agreement and Plan of Merger, dated June 21, 2021 and as amended August 12, 2021 (the "Business Combination Agreement"), by and among Big Cypress Acquisition Corp. ("BCYP"), Big Cypress Merger Sub Inc., and SAB Biotherapeutics, Inc. ("Old SAB Biotherapeutics"), each share of Old SAB Biotherapeutics issued and outstanding immediately prior to the effective time of the transactions contemplated by the Business Combination Agreement was automatically converted into a number of shares of the Issuer's common stock based on a conversion rate of $10.10. Upon consummation of the business combination, BCYP changed its name to "SAB Biotherapeutics, Inc." ("New SAB Biotherapeutics" or "Issuer").
F2 This transaction occurred prior to the business combination. The reporting person's obligation to disclose this transaction occurred upon the consummation of the business combination.
F3 Pursuant to the earnout provisions in the Business Combination Agreement, the reporting person is entitled to receive shares of New SAB Biotherapeutics common stock if, from the closing of the transaction until the fifth anniversary thereof, the volume-weighted average price of the common stock equals or exceeds certain thresholds (the "Earnout Shares"). Subject to adjustment as provided in the Business Combination Agreement, the Earnout Shares will be released as follows: [continued in the next footnote.]
F4 25% of the Earnout Shares will be released if within the five-year period after the closing (the "Earnout Period"), the volume weighted share price of the New SAB Biotherapeutics common stock equals or exceeds $15.00 during at least 20 trading days within a 30-day trading period; 25% of the Earnout Shares will be released if within the Earnout Period, the volume weighted share price of the New SAB Biotherapeutics common stock equals or exceeds $20.00 during at least 20 trading days within a 30-day trading period; 25% of the Earnout Shares will be released if within the Earnout Period, the volume weighted share price of the New SAB Biotherapeutics common stock equals or exceeds $25.00 during at least 20 trading days within a 30-day trading period; and 25% of the Earnout Shares will be released if within the Earnout Period, the volume weighted share price of the New SAB Biotherapeutics common stock equals or exceeds $30.00 during at least 20 trading days within a 30-day trading period.
F5 Pursuant to the Business Combination Agreement, each security to purchase shares of Old SAB Biotherapeutics common stock issued and outstanding immediately prior to the effective time of the transactions contemplated by the Business Combination Agreement was automatically converted into a security to purchase a number of shares of the Issuer's common stock based on a conversion rate of $10.10.
F6 The option is fully vested.
F7 In connection with the business combination, the reporting person received additional New SAB Biotherapeutics restricted stock units, or RSUs, where each RSU represents a contingent right to receive one share of common stock (the "Earnout RSUs"). The Earnout RSUs will be released upon the same milestones as the Earnout Shares.
F8 The option shall vest and become exercisable over a period of 36 months from the Vesting Start Date, May 3, 2019, with 1/12th vesting every three months following the Vesting Start Date, such that the option will be fully vested 36 months from the Vesting Start Date, subject to the reporting person's continuous service with the Issuer on each such date.
F9 The option shall vest and become exercisable over a period of 36 months from the Vesting Start Date, November 1, 2020, with 1/12th vesting every three months following the Vesting Start Date, such that the option will be fully vested 36 months from the Vesting Start Date, subject to the reporting person's continuous service with the Issuer on each such date.