Sessa Capital IM, L.P. 4

Accession 0001062993-23-020791

CIK 0001833214other

View on SEC.gov Company Profile

Filed

Nov 13, 7:00 PM ET

Accepted

Nov 14, 4:08 PM ET

Size

24.3 KB

Accession

0001062993-23-020791

Insider Transaction Report

Form 4

Period: 2023-11-10

SAB Biotherapeutics, Inc.SABS

Sessa Capital (Master), L.P.

Director

Transactions

Award
Tranche A Warrants
2023-11-10+13,269→ 13,269 total
Exercise: $1000.00→ Series A-1 or Series A-3 Convertible Preferred Stock (13,269 underlying)
Award
Tranche B Warrants
2023-11-10+8,846→ 20,846 total
Exercise: $1000.00→ Series A-3 Convertible Preferred Stock (8,846 underlying)
Award
Tranche C Warrants
2023-11-10+22,115→ 52,115 total
Exercise: $1000.00→ Series A-3 Convertible Preferred Stock (22,115 underlying)
Exercise/Conversion
Tranche A Warrants
2023-11-13−13,269→ 0 total
Exercise: $1000.00→ Series A-1 or Series A-3 Convertible Preferred Stock (13,269 underlying)
Award
Series A-1 Convertible Preferred Stock
2023-11-13$1000.00/sh+13,269$13,269,000→ 31,269 total
Exercise: $0.63→ Common Stock or Series A-2 Convertible Preferred Stock (21,057,903 underlying)

Sessa Capital GP, LLC

Director

Transactions

Award
Tranche A Warrants
2023-11-10+13,269→ 13,269 total
Exercise: $1000.00→ Series A-1 or Series A-3 Convertible Preferred Stock (13,269 underlying)
Award
Tranche B Warrants
2023-11-10+8,846→ 20,846 total
Exercise: $1000.00→ Series A-3 Convertible Preferred Stock (8,846 underlying)
Exercise/Conversion
Tranche A Warrants
2023-11-13−13,269→ 0 total
Exercise: $1000.00→ Series A-1 or Series A-3 Convertible Preferred Stock (13,269 underlying)
Award
Tranche C Warrants
2023-11-10+22,115→ 52,115 total
Exercise: $1000.00→ Series A-3 Convertible Preferred Stock (22,115 underlying)
Award
Series A-1 Convertible Preferred Stock
2023-11-13$1000.00/sh+13,269$13,269,000→ 31,269 total
Exercise: $0.63→ Common Stock or Series A-2 Convertible Preferred Stock (21,057,903 underlying)

Sessa Capital IM, L.P.

Director

Transactions

Award
Tranche A Warrants
2023-11-10+13,269→ 13,269 total
Exercise: $1000.00→ Series A-1 or Series A-3 Convertible Preferred Stock (13,269 underlying)
Award
Tranche C Warrants
2023-11-10+22,115→ 52,115 total
Exercise: $1000.00→ Series A-3 Convertible Preferred Stock (22,115 underlying)
Award
Tranche B Warrants
2023-11-10+8,846→ 20,846 total
Exercise: $1000.00→ Series A-3 Convertible Preferred Stock (8,846 underlying)
Exercise/Conversion
Tranche A Warrants
2023-11-13−13,269→ 0 total
Exercise: $1000.00→ Series A-1 or Series A-3 Convertible Preferred Stock (13,269 underlying)
Award
Series A-1 Convertible Preferred Stock
2023-11-13$1000.00/sh+13,269$13,269,000→ 31,269 total
Exercise: $0.63→ Common Stock or Series A-2 Convertible Preferred Stock (21,057,903 underlying)

Sessa Capital IM GP, LLC

Director

Transactions

Award
Tranche A Warrants
2023-11-10+13,269→ 13,269 total
Exercise: $1000.00→ Series A-1 or Series A-3 Convertible Preferred Stock (13,269 underlying)
Award
Tranche B Warrants
2023-11-10+8,846→ 20,846 total
Exercise: $1000.00→ Series A-3 Convertible Preferred Stock (8,846 underlying)
Award
Tranche C Warrants
2023-11-10+22,115→ 52,115 total
Exercise: $1000.00→ Series A-3 Convertible Preferred Stock (22,115 underlying)
Exercise/Conversion
Tranche A Warrants
2023-11-13−13,269→ 0 total
Exercise: $1000.00→ Series A-1 or Series A-3 Convertible Preferred Stock (13,269 underlying)
Award
Series A-1 Convertible Preferred Stock
2023-11-13$1000.00/sh+13,269$13,269,000→ 31,269 total
Exercise: $0.63→ Common Stock or Series A-2 Convertible Preferred Stock (21,057,903 underlying)

Petry John

Director

Transactions

Award
Tranche A Warrants
2023-11-10+13,269→ 13,269 total
Exercise: $1000.00→ Series A-1 or Series A-3 Convertible Preferred Stock (13,269 underlying)
Award
Tranche B Warrants
2023-11-10+8,846→ 20,846 total
Exercise: $1000.00→ Series A-3 Convertible Preferred Stock (8,846 underlying)
Award
Tranche C Warrants
2023-11-10+22,115→ 52,115 total
Exercise: $1000.00→ Series A-3 Convertible Preferred Stock (22,115 underlying)
Exercise/Conversion
Tranche A Warrants
2023-11-13−13,269→ 0 total
Exercise: $1000.00→ Series A-1 or Series A-3 Convertible Preferred Stock (13,269 underlying)
Award
Series A-1 Convertible Preferred Stock
2023-11-13$1000.00/sh+13,269$13,269,000→ 31,269 total
Exercise: $0.63→ Common Stock or Series A-2 Convertible Preferred Stock (21,057,903 underlying)

Footnotes (6)

[F1]Reflects the acquisition by Sessa Capital (Master), L.P. (the "Fund") of Tranche A Warrants (the "Tranche A Warrants") to purchase shares of Series A-1 Convertible Preferred Stock, par value $0.0001 per share ("Series A-1 Preferred Stock"), or shares of Series A-3 Convertible Preferred Stock, par value $0.0001 per share, of SAB Biotherapeutics, Inc. (the "Issuer") pursuant to a Warrant Amendment and Transfer Agreement, dated as of November 10, 2023 (the "Transfer Agreement"), in consideration for an agreement to exercise the Tranche A Warrants on or before November 14, 2023. The Tranche A Warrants became exercisable commencing on the Issuance Date (as defined in the Form of Preferred Tranche A Warrant) until November 14, 2023.
[F2]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. Each of the Reporting Persons and Mr. Petry disclaim beneficial ownership of any securities reported by any person except to the extent of their pecuniary interest therein.
[F3]Reflects the acquisition by the Fund of Tranche B Warrants (the "Tranche B Warrants") to purchase shares of Series A-3 Preferred Stock of the Issuer pursuant to the Transfer Agreement in consideration for an agreement to exercise the Tranche A Warrants on or before November 14, 2023. The Tranche B Warrants are exercisable commencing on the Exercisability Date (as defined in the Form of Preferred Tranche B Warrant) until the later of (i) 21 days following the Issuer's announcement of data from its SAB-142-101 clinical trial and (ii) March 31, 2025.
[F4]Reflects the acquisition by the Fund of Tranche C Warrants (the "Tranche C Warrants") to purchase shares of Series A-3 Preferred Stock of the Issuer pursuant to the Transfer Agreement in consideration for an agreement to exercise the Tranche A Warrants on or before November 14, 2023. The Tranche C Warrants are exercisable commencing on the Exercisability Date (as defined in the Form of Preferred Tranche C Warrant) until the five (5) year anniversary of such date.
[F5]Reflects the exercise by the Fund of the Tranche A Warrants acquired pursuant to the Transfer Agreement. The shares of Series A-1 Preferred Stock are automatically convertible into shares of common stock, $0.0001 par value per share ("Common Stock"), of the Issuer on the first trading day following the announcement of the approval by the stockholders of the Issuer of (i) an amendment to the Issuer's Certificate of Incorporation to increase the number of authorized shares of Common Stock of the Issuer and (ii) the issuance of the Series A-1 Preferred Stock.
[F6]Due to a 1,000 character limit, Footnote 6 is a continuation of Footnote 5: The Series A-1 Preferred Stock is subject to a beneficial ownership blocker provision that prevents the Reporting Persons from converting the Series A-1 Preferred Stock into Common Stock to the extent such conversion would result in the Reporting Persons 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 Persons' beneficial ownership to exceed such maximum percentage, the Reporting Persons will receive shares of Series A-2 Convertible Preferred Stock, par value $0.0001 per share, in lieu of Common Stock of the Issuer.

Documents

1 file

4
form4.xmlPrimary
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Issuer

SAB Biotherapeutics, Inc.

CIK 0001833214

→

Entity typeother

IncorporatedDE

Related Parties

filerCIK 0001595849

Filing Metadata

Form type: 4
Filed: Nov 13, 7:00 PM ET
Accepted: Nov 14, 4:08 PM ET
Size: 24.3 KB

View on SEC.gov