Edward D. Hamilton - 01 Oct 2021 Form 4 Insider Report for SAB Biotherapeutics, Inc. (SABS)

Role
10%+ Owner
Signature
/s/ Edward D. Hamilton
Issuer symbol
SABS
Transactions as of
01 Oct 2021
Net transactions value
+$792,979
Form type
4
Filing time
26 Oct 2021, 21:51:00 UTC
Next filing
22 Oct 2021
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SABS Common Stock Award +4,974,497 4,974,497 22 Oct 2021 Direct F1
transaction SABS Common Stock Award $27,220 +2,695 $10.10* 2,695 01 Oct 2021 Direct F2
transaction SABS Common Stock Award $210,080 +20,800 $10.10* 20,800 13 Oct 2021 Direct F2
transaction SABS Common Stock Award $51,429 +5,092 $10.10* 5,092 14 Oct 2021 Direct F2
transaction SABS Common Stock Award $252,250 +25,000 $10.09* 25,000 12 Oct 2021 By spouse F2
transaction SABS Common Stock Award $252,000 +25,000 $10.08* 25,000 12 Oct 2021 By spouse F2
transaction SABS Common Stock Award +5,049,351 5,049,351 22 Oct 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 +2,009,697 2,009,697 22 Oct 2021 Common Stock 2,009,697 Direct F3, F4
transaction SABS Employee Stock Option (right to buy) Award +162,850 162,850 22 Oct 2021 Common Stock 162,850 $0.2500 Direct F5, F6
transaction SABS Employee Stock Option (right to buy) Award +162,850 162,850 22 Oct 2021 Common Stock 162,850 $0.2500 Direct F5, F6
transaction SABS Employee Stock Option (right to buy) Award +116,321 116,321 22 Oct 2021 Common Stock 116,321 $0.2500 Direct F5, F6
transaction SABS Employee Stock Option (right to buy) Award +23,264 23,264 22 Oct 2021 Common Stock 23,264 $1.25 Direct F5, F6
transaction SABS Earnout Rights (Restricted Stock Units) Award +187,975 187,975 22 Oct 2021 Common Stock 187,975 Direct F6, F7
transaction SABS Earnout Rights (Common Stock) Award +2,039,938 2,039,938 22 Oct 2021 Common Stock 2,039,938 By spouse F3, F4
transaction SABS Employee Stock Option (right to buy) Award +11,632 11,632 22 Oct 2021 Common Stock 11,632 $0.2500 By spouse F5, F6
transaction SABS Employee Stock Option (right to buy) Award +34,896 34,896 22 Oct 2021 Common Stock 34,896 $0.2500 By spouse F5, F6
transaction SABS Employee Stock Option (right to buy) Award +11,632 11,632 22 Oct 2021 Common Stock 11,632 $0.2500 By spouse F5, F6
transaction SABS Employee Stock Option (right to buy) Award +11,632 11,632 22 Oct 2021 Common Stock 11,632 $0.2500 By spouse F5, F6
transaction SABS Employee Stock Option (right to buy) Award +23,264 23,264 22 Oct 2021 Common Stock 23,264 $1.00 By spouse F5, F8
transaction SABS Employee Stock Option (right to buy) Award +69,793 69,793 22 Oct 2021 Common Stock 69,793 $1.25 By spouse F5, F9
transaction SABS Earnout Rights (Restricted Stock Units) Award +47,777 47,777 22 Oct 2021 Common Stock 47,777 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.