4//SEC Filing
Finnegan Frederick 4
Accession 0001493152-21-026390
CIK 0001833214other
Filed
Oct 25, 8:00 PM ET
Accepted
Oct 26, 9:51 PM ET
Size
16.8 KB
Accession
0001493152-21-026390
Insider Transaction Report
Form 4
Finnegan Frederick
Chief Business Officer
Transactions
- Award
Earnout Rights (Restricted Stock Units)
2021-10-22+60,152→ 60,152 total→ Common Stock (60,152 underlying) - Award
Common Stock
2021-10-22+38,596→ 38,596 total - Award
Employee Stock Option (right to buy)
2021-10-22+23,264→ 23,264 totalExercise: $1.00Exp: 2028-09-01→ Common Stock (23,264 underlying) - Award
Earnout Rights (Common Stock)
2021-10-22+15,593→ 15,593 total→ Common Stock (15,593 underlying) - Award
Employee Stock Option (right to buy)
2021-10-22+125,627→ 125,627 totalExercise: $1.00Exp: 2028-09-01→ Common Stock (125,627 underlying)
Footnotes (6)
- [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").
- [F2]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.]
- [F3]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.
- [F4]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.
- [F5]The option is fully vested.
- [F6]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.
Documents
Issuer
SAB Biotherapeutics, Inc.
CIK 0001833214
Entity typeother
Related Parties
1- filerCIK 0001291694
Filing Metadata
- Form type
- 4
- Filed
- Oct 25, 8:00 PM ET
- Accepted
- Oct 26, 9:51 PM ET
- Size
- 16.8 KB