4//SEC Filing
Moin Andrew 4
Accession 0001193125-25-226846
CIK 0001833214other
Filed
Sep 30, 8:00 PM ET
Accepted
Oct 1, 4:35 PM ET
Size
9.0 KB
Accession
0001193125-25-226846
Insider Transaction Report
Form 4
Moin Andrew
Director
Transactions
- Exercise/Conversion
Common Stock
2025-09-29$1.75/sh+1,740,000$3,045,000→ 2,198,457 total(indirect: See Footnote.) - Exercise/Conversion
Series B Convertible Preferred Stock
2025-09-29−17,400→ 211,100 total(indirect: See Footnote.)Exercise: $1.75From: 2025-09-29→ Common Stock (1,740,000 underlying)
Footnotes (3)
- [F1]Reflects the automatic conversion of Series B Convertible Preferred Stock, par value $0.0001 per share (the "Preferred Stock"), of SAB Biotherapeutics, Inc. (the "Issuer"), held by Sessa Capital (Master), L.P. (the "Fund") into common stock, par value $0.0001 per share (the "Common Stock") of the Issuer. The Preferred Stock became automatically convertible on September 29, 2025, the first trading day following the announcement of the approval by the stockholders of the Issuer of the issuance of all Common Stock upon conversion of the Preferred Stock.
- [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 (collectively, the "Sessa Parties"). Andrew Moin, an Analyst and Partner with the Fund, 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.
- [F3]The Fund acquired the Preferred Stock of the Issuer for an aggregate purchase price of $39,987,500 pursuant to that certain Securities Purchase Agreement, dated July 21, 2025. The Preferred Stock is subject to a beneficial ownership limitation that prevents the Sessa Parties from converting the Preferred Stock into Common Stock to the extent that such conversion would result in the Sessa Parties 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
- Sep 30, 8:00 PM ET
- Accepted
- Oct 1, 4:35 PM ET
- Size
- 9.0 KB