4//SEC Filing
Moin Andrew 4
Accession 0000950170-23-066395
CIK 0001833214other
Filed
Nov 27, 7:00 PM ET
Accepted
Nov 28, 4:05 PM ET
Size
12.7 KB
Accession
0000950170-23-066395
Insider Transaction Report
Form 4
Moin Andrew
Director
Transactions
- Exercise/Conversion
Series A-1 Convertible Preferred Stock
2023-11-24$1000.00/sh−31,269$31,269,000→ 0 total(indirect: See Footnote)Exercise: $0.63→ Common Stock or Series A-2 Convertible Preferred Stock (49,633,333 underlying) - Exercise/Conversion
Series A-2 Convertible Preferred Stock
2023-11-24$1000.00/sh+28,380$28,380,000→ 28,380 total(indirect: See Footnote)Exercise: $0.63→ Common Stock (45,047,619 underlying) - Exercise/Conversion
Common Stock
2023-11-24+4,584,571→ 4,584,571 total(indirect: See Footnote)
Footnotes (4)
- [F1]Reflects the automatic conversion of shares of Series A-1 Convertible Preferred Stock, par value $0.0001 per share ("Series A-1 Preferred Stock"), held by Sessa Capital (Master), L.P. (the "Fund") into shares of common stock, par value $0.0001 per share ("Common Stock"), and shares of Series A-2 Convertible Preferred Stock, par value $0.0001 per share ("Series A-2 Preferred Stock"), of SAB Biotherapeutics, Inc. (the "Issuer"). The Series A-1 Preferred Stock became automatically convertible on November 24, 2023, the first trading day following the announcement of the approval by the stockholders of the Issuer of (i) an amendment to the Issuer's Amended and Restated Certificate of Incorporation to increase the number of authorized shares of Common Stock of the Issuer and (ii) the issuance of shares of Common Stock upon conversion of the Issuer's Series A-1 Preferred Stock, Series A-2 Preferred Stock, and Series A-3 Convertible Preferred Stock, par value $0.0001 per share.
- [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 Person from converting the Series A-1 Preferred Stock into Common Stock to the extent such conversion would result in the Reporting Person 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 Person's beneficial ownership to exceed such maximum percentage, the Reporting Person will receive shares of Series A-2 Preferred Stock in lieu of Common Stock of the Issuer.
- [F3]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. Andrew Moin, an Analyst and Partner with Sessa Capital, is a member of the board of directors of the Issuer. Each of the foregoing persons disclaims beneficial ownership of any securities reported by any person except to the extent of their pecuniary interest therein.
- [F4]Each share of Series A-2 Preferred Stock is convertible into Common Stock, subject to the terms and limitations contained in the Certificate of Designation of Preferences, Rights and Limitations of the Series A Convertible Voting Preferred Stock, which is filed as Exhibit 3.1 to the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on October 2, 2023. The Series A-2 Preferred Stock is subject to a beneficial ownership blocker provision that prevents the Reporting Person from converting the Series A-2 Preferred Stock into Common Stock to the extent such conversion would result in the Reporting Person beneficially owning more than 4.99% of the Issuer's Common Stock outstanding immediately following such conversion.
Documents
Issuer
SAB Biotherapeutics, Inc.
CIK 0001833214
Entity typeother
Related Parties
1- filerCIK 0001996040
Filing Metadata
- Form type
- 4
- Filed
- Nov 27, 7:00 PM ET
- Accepted
- Nov 28, 4:05 PM ET
- Size
- 12.7 KB