Form 4 for SABS SAB Biotherapeutics, Inc.
Accepted 2021-10-26 00:00:00 ET · period of report 2021-10-01 · accession 0001493152-21-026382 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DMI | 2021-10-26 | 2021-10-01+ | SABS | HAMILTON CHRISTINE E | Dir, 10% | A - Grant | $10.09 | +5.03M | 4.97M | New | +$50.74M |
| DM | 2021-10-26 | 2021-10-12+ | SABS | HAMILTON CHRISTINE E | Dir, 10% | A - Grant | $10.09 | +5.07M | 5.05M | New | +$51.20M |
| DM | 2021-10-26 | 2021-10-22 | SABS | HAMILTON CHRISTINE E | Dir, 10% | A - Grant | — | +2.25M | 11.6K | New | — |
| DMI | 2021-10-26 | 2021-10-22 | SABS | HAMILTON CHRISTINE E | Dir, 10% | A - Grant | — | +2.66M | 162.8K | New | — |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Common Stock | 2021-10-12 | A | A | 25,000 | $10.08 | 25,000 | I By spouse | — | — | (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) The reporting person disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. (F4) 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.] |
| 2 | Common | Common Stock | 2021-10-12 | A | A | 25,000 | $10.09 | 25,000 | D By spouse | — | — | (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. |
| 3 | Common | Common Stock | 2021-10-22 | A | A | 5,049,351 | — | 5,049,351 | D Christensen Investments, LLC | — | — | (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"). |
| 4 | Common | Common Stock | 2021-10-13 | A | A | 20,800 | $10.10 | 20,800 | I By spouse | — | — | (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. |
| 5 | Common | Common Stock | 2021-10-01 | A | A | 2,695 | $10.10 | 2,695 | I By spouse | — | — | (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. |
| 6 | Common | Common Stock | 2021-10-14 | A | A | 5,092 | $10.10 | 5,092 | I | — | — | (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. |
| 7 | Common | Common Stock | 2021-10-22 | A | A | 4,974,497 | — | 4,974,497 | I | — | — | (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"). |
| 8 | Derivative | Employee Stock Option (right to buy) | 2021-10-22 | A | A | 11,632 | — | 11,632 | D By spouse | $0.25 · — to 2025-12-15 | 11,632 Common Stock | (F7) The option is fully vested. (F6) 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. |
| 9 | Derivative | Employee Stock Option (right to buy) | 2021-10-22 | A | A | 11,632 | — | 11,632 | D By spouse | $0.25 · — to 2028-07-01 | 11,632 Common Stock | (F7) The option is fully vested. (F6) 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. |
| 10 | Derivative | Employee Stock Option (right to buy) | 2021-10-22 | A | A | 23,264 | — | 23,264 | D By spouse | $1.00 · — to 2029-05-03 | 23,264 Common Stock | (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. (F6) 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. |
| 11 | Derivative | Employee Stock Option (right to buy) | 2021-10-22 | A | A | 69,793 | — | 69,793 | D | $1.25 · — to 2031-01-01 | 69,793 Common Stock | (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. (F6) 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. |
| 12 | Derivative | Earnout Rights (Restricted Stock Units) | 2021-10-22 | A | A | 47,777 | — | 47,777 | D | — · — to — | 47,777 Common Stock | (F10) 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. (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. |
| 13 | Derivative | Earnout Rights (Common Stock) | 2021-10-22 | A | A | 2,009,697 | — | 2,009,697 | I | — · — to — | 2,009,697 Common Stock | (F5) 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. (F4) 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.] |
| 14 | Derivative | Employee Stock Option (right to buy) | 2021-10-22 | A | A | 34,896 | — | 34,896 | D By spouse | $0.25 · — to 2025-07-01 | 34,896 Common Stock | (F7) The option is fully vested. (F6) 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. |
| 15 | Derivative | Employee Stock Option (right to buy) | 2021-10-22 | A | A | 162,850 | — | 162,850 | I | $0.25 · — to 2024-12-12 | 162,850 Common Stock | (F7) The option is fully vested. (F6) 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. |
| 16 | Derivative | Employee Stock Option (right to buy) | 2021-10-22 | A | A | 116,321 | — | 116,321 | I | $0.25 · — to 2025-12-15 | 116,321 Common Stock | (F7) The option is fully vested. (F6) 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. |
| 17 | Derivative | Employee Stock Option (right to buy) | 2021-10-22 | A | A | 23,264 | — | 23,264 | I | $1.25 · — to 2030-04-27 | 23,264 Common Stock | (F7) The option is fully vested. (F6) 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. |
| 18 | Derivative | Earnout Rights (Restricted Stock Units) | 2021-10-22 | A | A | 187,975 | — | 187,975 | I | — · — to — | 187,975 Common Stock | (F10) 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. (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. |
| 19 | Derivative | Earnout Rights (Common Stock) | 2021-10-22 | A | A | 2,039,938 | — | 2,039,938 | D By spouse | — · — to — | 2,039,938 Common Stock | (F5) 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. (F4) 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.] |
| 20 | Derivative | Employee Stock Option (right to buy) | 2021-10-22 | A | A | 11,632 | — | 11,632 | D By spouse | $0.25 · — to 2024-12-12 | 11,632 Common Stock | (F7) The option is fully vested. (F6) 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. |
| 21 | Derivative | Employee Stock Option (right to buy) | 2021-10-22 | A | A | 162,850 | — | 162,850 | I | $0.25 · — to 2024-12-12 | 162,850 Common Stock | (F7) The option is fully vested. (F6) 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. |