0001062993-23-019668.txt : 20231024 0001062993-23-019668.hdr.sgml : 20231024 20231024173330 ACCESSION NUMBER: 0001062993-23-019668 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20231023 FILED AS OF DATE: 20231024 DATE AS OF CHANGE: 20231024 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Sessa Capital IM, L.P. CENTRAL INDEX KEY: 0001595849 STATE OF INCORPORATION: DE FISCAL YEAR END: 1214 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39871 FILM NUMBER: 231343513 BUSINESS ADDRESS: STREET 1: 888 SEVENTH AVENUE STREET 2: 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-257-4410 MAIL ADDRESS: STREET 1: 888 SEVENTH AVENUE STREET 2: 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Sessa Capital (Master), L.P. CENTRAL INDEX KEY: 0001618360 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39871 FILM NUMBER: 231343515 BUSINESS ADDRESS: STREET 1: 888 SEVENTH AVENUE STREET 2: 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-257-4410 MAIL ADDRESS: STREET 1: 888 SEVENTH AVENUE STREET 2: 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Sessa Capital GP, LLC CENTRAL INDEX KEY: 0001618699 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39871 FILM NUMBER: 231343514 BUSINESS ADDRESS: STREET 1: 888 SEVENTH AVENUE STREET 2: 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212.257.4410 MAIL ADDRESS: STREET 1: 888 SEVENTH AVENUE STREET 2: 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Sessa Capital IM GP, LLC CENTRAL INDEX KEY: 0001618700 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39871 FILM NUMBER: 231343512 BUSINESS ADDRESS: STREET 1: 888 SEVENTH AVENUE STREET 2: 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212.257.4410 MAIL ADDRESS: STREET 1: 888 SEVENTH AVENUE STREET 2: 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Petry John CENTRAL INDEX KEY: 0001618702 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39871 FILM NUMBER: 231343511 MAIL ADDRESS: STREET 1: 888 SEVENTH AVENUE STREET 2: 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: SAB Biotherapeutics, Inc. CENTRAL INDEX KEY: 0001833214 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 853899721 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2100 EAST 54TH STREET NORTH CITY: SIOUX FALLS STATE: SD ZIP: 57104 BUSINESS PHONE: 605-679-6980 MAIL ADDRESS: STREET 1: 2100 EAST 54TH STREET NORTH CITY: SIOUX FALLS STATE: SD ZIP: 57104 FORMER COMPANY: FORMER CONFORMED NAME: Big Cypress Acquisition Corp. DATE OF NAME CHANGE: 20201120 4 1 form4.xml STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES X0508 4 2023-10-23 0001833214 SAB Biotherapeutics, Inc. SABS 0001618360 Sessa Capital (Master), L.P. 888 SEVENTH AVENUE, 30TH FLOOR NEW YORK NY 10019 1 0 0 0 0001618699 Sessa Capital GP, LLC 888 SEVENTH AVENUE, 30TH FLOOR NEW YORK NY 10019 1 0 0 0 0001595849 Sessa Capital IM, L.P. 888 SEVENTH AVENUE, 30TH FLOOR NEW YORK NY 10019 1 0 0 0 0001618700 Sessa Capital IM GP, LLC 888 SEVENTH AVENUE, 30TH FLOOR NEW YORK NY 10019 1 0 0 0 0001618702 Petry John 888 SEVENTH AVENUE, 30TH FLOOR NEW YORK NY 10019 1 0 0 0 0 Series A-1 Convertible Preferred Stock 0.630 2023-10-23 4 A 0 16269 1000 A Common Stock or Series A-2 Convertible Preferred Stock 25818903 18000 D Tranche A Warrants 1000 2023-10-23 4 M 0 16269 D Series A-1 or Series A-3 Convertible Preferred Stock 16269 0 D Reflects the exercise by Sessa Capital (Master), L.P. (the "Fund") of the Tranche A Warrants (as defined below) acquired pursuant to a Securities Purchase Agreement, dated as of September 29, 2023 (the "SPA"). The shares of Series A-1 Convertible Preferred Stock, par value $0.0001 per share ("Series A-1 Preferred Stock") are automatically convertible into shares of Common Stock of SAB Biotherapeutics, Inc. (the "Issuer") on the first trading day following the announcement of the approval by the stockholders of the Issuer of (i) an amendment to the Issuer's Certificate of Incorporation to increase the number of authorized shares of common stock, $0.0001 par value per share ("Common Stock"), of the Issuer and (ii) the issuance of the Series A-1 Preferred Stock. Due to a 1,000 character limit, Footnote 2 is a continuation of Footnote 1: The Series A-1 Preferred Stock is subject to a beneficial ownership blocker provision that prevents the Reporting Persons from converting the Series A-1 Preferred Stock into Common Stock to the extent such conversion would result in the Reporting Persons beneficially owning more than 4.99% of the Issuer's Common Stock outstanding immediately following such conversion, and to the extent the conversion would cause the Reporting Persons' beneficial ownership to exceed such maximum percentage, the Reporting Persons will receive shares of Series A-2 Convertible Preferred Stock, par value $0.0001 per share, in lieu of Common Stock of the Issuer. 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. Each of the Reporting Persons and Mr. Petry disclaim beneficial ownership of any securities reported by any person except to the extent of their pecuniary interest therein. Pursuant to the SPA, the Fund acquired Tranche A Warrants to purchase shares of Series A-1 Preferred Stock or shares of Series A-3 Convertible Preferred Stock, par value $0.0001 per share, of the Issuer (the "Tranche A Warrants"), on the terms summarized in the Issuer's Current Report on Form 8-K filed on October 2, 2023, including the exhibits thereto. The Tranche A Warrants became exercisable commencing on the Issuance Date (as defined in the Form of Preferred Tranche A Warrant) until the earlier of (i) fifteen (15) trading days following the date of public announcement of the fulsome data set from the Sanofi S.A. Protect trial and (ii) December 15, 2023. /s/ John Petry, for Sessa Capital (Master), L.P., By: Sessa Capital GP, LLC, its general partner, By: John Petry, as manager 2023-10-24 /s/ John Petry, for Sessa Capital GP, LLC, By: John Petry, as manager 2023-10-24 /s/ John Petry, for Sessa Capital IM, L.P., By: Sessa Capital IM GP, LLC, its general partner, By: John Petry, as manager 2023-10-24 /s/ John Petry, for Sessa Capital IM GP, LLC, By: John Petry, as manager 2023-10-24 /s/ John Petry 2023-10-24