SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Hamilton Edward D.

(Last) (First) (Middle)
2100 E 54TH STREET NORTH

(Street)
SIOUX FALLS SD 57104

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
SAB Biotherapeutics, Inc. [ SABS ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
10/01/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 10/22/2021 A 4,974,497 A (1) 4,974,497 D
Common Stock 10/01/2021(2) A 2,695 A $10.1 2,695 D
Common Stock 10/13/2021(2) A 20,800 A $10.1 20,800 D
Common Stock 10/14/2021(2) A 5,092 A $10.1 5,092 D
Common Stock 10/12/2021(2) A 25,000 A $10.09 25,000 I By spouse
Common Stock 10/12/2021(2) A 25,000 A $10.08 25,000 I By spouse
Common Stock 10/22/2021 A 5,049,351 A (1) 5,049,351 I By spouse
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Earnout Rights (Common Stock) (3)(4) 10/22/2021 A 2,009,697 (3)(4) (3) Common Stock 2,009,697 (4)(3) 2,009,697 D
Employee Stock Option (right to buy) $0.25 10/22/2021 A 162,850 (5)(6) 12/12/2024 Common Stock 162,850 (5)(6) 162,850 D
Employee Stock Option (right to buy) $0.25 10/22/2021 A 162,850 (5)(6) 12/12/2024 Common Stock 162,850 (5)(6) 162,850 D
Employee Stock Option (right to buy) $0.25 10/22/2021 A 116,321 (5)(6) 12/15/2025 Common Stock 116,321 (5)(6) 116,321 D
Employee Stock Option (right to buy) $1.25 10/22/2021 A 23,264 (5)(6) 04/27/2030 Common Stock 23,264 (5)(6) 23,264 D
Earnout Rights (Restricted Stock Units) (7) 10/22/2021 A 187,975 (7) (6) Common Stock 187,975 (7) 187,975 D
Earnout Rights (Common Stock) (3)(4) 10/22/2021 A 2,039,938 (3)(4) (3) Common Stock 2,039,938 (4)(3) 2,039,938 I By spouse
Employee Stock Option (right to buy) $0.25 10/22/2021 A 11,632 (5)(6) 12/12/2024 Common Stock 11,632 (5)(6) 11,632 I By spouse
Employee Stock Option (right to buy) $0.25 10/22/2021 A 34,896 (5)(6) 07/01/2025 Common Stock 34,896 (5)(6) 34,896 I By spouse
Employee Stock Option (right to buy) $0.25 10/22/2021 A 11,632 (5)(6) 12/15/2025 Common Stock 11,632 (5)(6) 11,632 I By spouse
Employee Stock Option (right to buy) $0.25 10/22/2021 A 11,632 (5)(6) 07/01/2028 Common Stock 11,632 (5)(6) 11,632 I By spouse
Employee Stock Option (right to buy) $1 10/22/2021 A 23,264 (5)(8) 05/03/2029 Common Stock 23,264 (5)(8) 23,264 I By spouse
Employee Stock Option (right to buy) $1.25 10/22/2021 A 69,793 (5)(9) 01/01/2031 Common Stock 69,793 (5)(9) 69,793 I By spouse
Earnout Rights (Restricted Stock Units) (7) 10/22/2021 A 47,777 (7) (6) Common Stock 47,777 (7) 47,777 I By spouse
Explanation of Responses:
1. 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").
2. 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.
3. 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.]
4. 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.
5. 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.
6. The option is fully vested.
7. 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.
8. 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.
9. 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.
/s/ Edward D. Hamilton 10/26/2021
** Signature of Reporting Person Date
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