4//SEC Filing
Turner Mervyn 4
Accession 0001493152-21-026386
CIK 0001833214other
Filed
Oct 25, 8:00 PM ET
Accepted
Oct 26, 9:49 PM ET
Size
10.4 KB
Accession
0001493152-21-026386
Insider Transaction Report
Form 4
Turner Mervyn
Director
Transactions
- 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) - Award
Earnout Rights (Restricted Stock Units)
2021-10-22+9,399→ 9,399 total→ Common Stock (9,399 underlying)
Footnotes (4)
- [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 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. Upon consummation of the business combination, BCYP changed its name to "SAB Biotherapeutics, Inc." ("New SAB Biotherapeutics" or "Issuer").
- [F2]The option shall vest and become exercisable over a period of 36 months from the Vesting Start Date, January 1, 2021, 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.
- [F3]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:
- [F4]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.
Documents
Issuer
SAB Biotherapeutics, Inc.
CIK 0001833214
Entity typeother
Related Parties
1- filerCIK 0001475383
Filing Metadata
- Form type
- 4
- Filed
- Oct 25, 8:00 PM ET
- Accepted
- Oct 26, 9:49 PM ET
- Size
- 10.4 KB