William James Polvino - Oct 22, 2021 Form 4/A - Amendment Insider Report for SAB Biotherapeutics, Inc. (SABS)

Role
Director
Signature
/s/ William James Polvino
Stock symbol
SABS
Transactions as of
Oct 22, 2021
Transactions value $
$0
Form type
4/A - Amendment
Date filed
11/22/2021, 01:31 PM
Date Of Original Report
Oct 26, 2021
Next filing
Jul 17, 2024

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 Employee Stock Option (right to buy) Award +140K 140K Oct 22, 2021 Common Stock 140K $1.25 Direct F1, F2
transaction SABS Earnout Rights (Restricted Stock Units) Award +11.7K 11.7K Oct 22, 2021 Common Stock 11.7K Direct F3, F4
* 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 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. Upon consummation of the business combination, BCYP changed its name to "SAB Biotherapeutics, Inc." ("New SAB Biotherapeutics" or "Issuer").
F2 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.
F3 Pursuant to the earnout provisions in the Business Combination Agreement, 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"). Subject to adjustment as provided in the Business Combination Agreement, the Earnout RSUs will be released as follows: [continued in the next footnote.]
F4 25% of the Earnout RSUs 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 RSUs 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 RSUs 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 RSUs 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.

Remarks:

This Form 4 amendment replaces the Form 4 filed by the reporting person on October 26, 2021. This amendment is being filed to correct the exercise price of the employee stock option and the expiration date of the earnout rights.