4/A//SEC Filing
Sessa Capital IM, L.P. 4/A
Accession 0001062993-23-020902
CIK 0001833214other
Filed
Nov 14, 7:00 PM ET
Accepted
Nov 15, 4:30 PM ET
Size
14.5 KB
Accession
0001062993-23-020902
Insider Transaction Report
Form 4/AAmended
Sessa Capital GP, LLC
Director
Transactions
- Award
Series A-1 Convertible Preferred Stock
2023-11-13$1000.00/sh+13,269$13,269,000→ 31,269 totalExercise: $0.63→ Common Stock or Series A-2 Convertible Preferred Stock (21,061,904 underlying)
Sessa Capital IM GP, LLC
Director
Transactions
- Award
Series A-1 Convertible Preferred Stock
2023-11-13$1000.00/sh+13,269$13,269,000→ 31,269 totalExercise: $0.63→ Common Stock or Series A-2 Convertible Preferred Stock (21,061,904 underlying)
Petry John
Director
Transactions
- Award
Series A-1 Convertible Preferred Stock
2023-11-13$1000.00/sh+13,269$13,269,000→ 31,269 totalExercise: $0.63→ Common Stock or Series A-2 Convertible Preferred Stock (21,061,904 underlying)
Sessa Capital (Master), L.P.
Director
Transactions
- Award
Series A-1 Convertible Preferred Stock
2023-11-13$1000.00/sh+13,269$13,269,000→ 31,269 totalExercise: $0.63→ Common Stock or Series A-2 Convertible Preferred Stock (21,061,904 underlying)
Sessa Capital IM, L.P.
Director
Transactions
- Award
Series A-1 Convertible Preferred Stock
2023-11-13$1000.00/sh+13,269$13,269,000→ 31,269 totalExercise: $0.63→ Common Stock or Series A-2 Convertible Preferred Stock (21,061,904 underlying)
Footnotes (4)
- [F1]Reflects the exercise by Sessa Capital (Master), L.P. (the "Fund") of Tranche A Warrants acquired pursuant to a Warrant Amendment and Transfer Agreement, dated as of November 10, 2023. The shares of Series A-1 Convertible Preferred Stock, par value $0.0001 per share ("Series A-1 Preferred Stock"), are automatically convertible into shares of common stock, $0.0001 par value per share ("Common Stock"), of SAB Biotherapeutics, Inc. (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.
- [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 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.
- [F3]The Form 4, as originally filed on November 14, 2023, incorrectly reported this number as 21,057,903. The correct number is 21,061,904.
- [F4]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.
Issuer
SAB Biotherapeutics, Inc.
CIK 0001833214
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001595849
Filing Metadata
- Form type
- 4/A
- Filed
- Nov 14, 7:00 PM ET
- Accepted
- Nov 15, 4:30 PM ET
- Size
- 14.5 KB