4//SEC Filing
HAMILTON CHRISTINE E 4
Accession 0001493152-21-026382
CIK 0001833214other
Filed
Oct 25, 8:00 PM ET
Accepted
Oct 26, 9:48 PM ET
Size
50.7 KB
Accession
0001493152-21-026382
Insider Transaction Report
Form 4
HAMILTON CHRISTINE E
Director10% Owner
Transactions
- Award
Common Stock
2021-10-01$10.10/sh+2,695$27,220→ 2,695 total(indirect: By Spouse) - Award
Employee Stock Option (right to buy)
2021-10-22+23,264→ 23,264 totalExercise: $1.00Exp: 2029-05-03→ Common Stock (23,264 underlying) - Award
Earnout Rights (Common Stock)
2021-10-22+2,039,938→ 2,039,938 total→ Common Stock (2,039,938 underlying) - Award
Earnout Rights (Common Stock)
2021-10-22+2,009,697→ 2,009,697 total(indirect: By Spouse)→ Common Stock (2,009,697 underlying) - Award
Employee Stock Option (right to buy)
2021-10-22+116,321→ 116,321 total(indirect: By Spouse)Exercise: $0.25Exp: 2025-12-15→ Common Stock (116,321 underlying) - Award
Common Stock
2021-10-22+5,049,351→ 5,049,351 total - Award
Common Stock
2021-10-22+4,974,497→ 4,974,497 total(indirect: By Spouse) - Award
Employee Stock Option (right to buy)
2021-10-22+34,896→ 34,896 totalExercise: $0.25Exp: 2025-07-01→ Common Stock (34,896 underlying) - Award
Employee Stock Option (right to buy)
2021-10-22+11,632→ 11,632 totalExercise: $0.25Exp: 2025-12-15→ Common Stock (11,632 underlying) - Award
Earnout Rights (Restricted Stock Units)
2021-10-22+47,777→ 47,777 total→ Common Stock (47,777 underlying) - Award
Employee Stock Option (right to buy)
2021-10-22+23,264→ 23,264 total(indirect: By Spouse)Exercise: $1.25Exp: 2030-04-27→ Common Stock (23,264 underlying) - Award
Common Stock
2021-10-12$10.08/sh+25,000$252,000→ 25,000 total(indirect: By LLC) - Award
Common Stock
2021-10-13$10.10/sh+20,800$210,080→ 20,800 total(indirect: By Spouse) - Award
Common Stock
2021-10-14$10.10/sh+5,092$51,429→ 5,092 total(indirect: By Spouse) - Award
Employee Stock Option (right to buy)
2021-10-22+11,632→ 11,632 totalExercise: $0.25Exp: 2028-07-01→ Common Stock (11,632 underlying) - Award
Employee Stock Option (right to buy)
2021-10-22+162,850→ 162,850 total(indirect: By Spouse)Exercise: $0.25Exp: 2024-12-12→ Common Stock (162,850 underlying) - Award
Earnout Rights (Restricted Stock Units)
2021-10-22+187,975→ 187,975 total(indirect: By Spouse)→ Common Stock (187,975 underlying) - Award
Common Stock
2021-10-12$10.09/sh+25,000$252,250→ 25,000 total - Award
Employee Stock Option (right to buy)
2021-10-22+11,632→ 11,632 totalExercise: $0.25Exp: 2024-12-12→ Common Stock (11,632 underlying) - Award
Employee Stock Option (right to buy)
2021-10-22+162,850→ 162,850 total(indirect: By Spouse)Exercise: $0.25Exp: 2024-12-12→ Common Stock (162,850 underlying) - Award
Employee Stock Option (right to buy)
2021-10-22+69,793→ 69,793 totalExercise: $1.25Exp: 2031-01-01→ Common Stock (69,793 underlying)
Footnotes (10)
- [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").
- [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.
- [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.]
- [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.
- [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.
- [F7]The option is fully vested.
- [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.
- [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.
Documents
Issuer
SAB Biotherapeutics, Inc.
CIK 0001833214
Entity typeother
Related Parties
1- filerCIK 0001216114
Filing Metadata
- Form type
- 4
- Filed
- Oct 25, 8:00 PM ET
- Accepted
- Oct 26, 9:48 PM ET
- Size
- 50.7 KB