0001062993-23-020791.txt : 20231114 0001062993-23-020791.hdr.sgml : 20231114 20231114160814 ACCESSION NUMBER: 0001062993-23-020791 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20231110 FILED AS OF DATE: 20231114 DATE AS OF CHANGE: 20231114 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: 231406110 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: 231406112 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: 231406111 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: 231406109 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: 231406108 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 2023-11-10 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 Tranche A Warrants 1000 2023-11-10 4 A 0 13269 A Series A-1 or Series A-3 Convertible Preferred Stock 13269 13269 D Tranche B Warrants 1000 2023-11-10 4 A 0 8846 A Series A-3 Convertible Preferred Stock 8846 20846 D Tranche C Warrants 1000 2023-11-10 4 A 0 22115 A Series A-3 Convertible Preferred Stock 22115 52115 D Tranche A Warrants 1000 2023-11-13 4 M 0 13269 D Series A-1 or Series A-3 Convertible Preferred Stock 13269 0 D Series A-1 Convertible Preferred Stock 0.630 2023-11-13 4 A 0 13269 1000 A Common Stock or Series A-2 Convertible Preferred Stock 21057903 31269 D Reflects the acquisition by Sessa Capital (Master), L.P. (the "Fund") of Tranche A Warrants (the "Tranche A Warrants") to purchase shares of Series A-1 Convertible Preferred Stock, par value $0.0001 per share ("Series A-1 Preferred Stock"), or shares of Series A-3 Convertible Preferred Stock, par value $0.0001 per share, of SAB Biotherapeutics, Inc. (the "Issuer") pursuant to a Warrant Amendment and Transfer Agreement, dated as of November 10, 2023 (the "Transfer Agreement"), in consideration for an agreement to exercise the Tranche A Warrants on or before November 14, 2023. The Tranche A Warrants became exercisable commencing on the Issuance Date (as defined in the Form of Preferred Tranche A Warrant) until November 14, 2023. 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. Reflects the acquisition by the Fund of Tranche B Warrants (the "Tranche B Warrants") to purchase shares of Series A-3 Preferred Stock of the Issuer pursuant to the Transfer Agreement in consideration for an agreement to exercise the Tranche A Warrants on or before November 14, 2023. The Tranche B Warrants are exercisable commencing on the Exercisability Date (as defined in the Form of Preferred Tranche B Warrant) until the later of (i) 21 days following the Issuer's announcement of data from its SAB-142-101 clinical trial and (ii) March 31, 2025. Reflects the acquisition by the Fund of Tranche C Warrants (the "Tranche C Warrants") to purchase shares of Series A-3 Preferred Stock of the Issuer pursuant to the Transfer Agreement in consideration for an agreement to exercise the Tranche A Warrants on or before November 14, 2023. The Tranche C Warrants are exercisable commencing on the Exercisability Date (as defined in the Form of Preferred Tranche C Warrant) until the five (5) year anniversary of such date. Reflects the exercise by the Fund of the Tranche A Warrants acquired pursuant to the Transfer Agreement. The shares of Series A-1 Preferred Stock are automatically convertible into shares of common stock, $0.0001 par value per share ("Common Stock"), of 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 of the Issuer and (ii) the issuance of the Series A-1 Preferred Stock. Due to a 1,000 character limit, Footnote 6 is a continuation of Footnote 5: 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. /s/ John Petry, for Sessa Capital (Master), L.P., By: Sessa Capital GP, LLC, its general partner, By: John Petry, as manager 2023-11-14 /s/ John Petry, for Sessa Capital GP, LLC, By: John Petry, as manager 2023-11-14 /s/ John Petry, for Sessa Capital IM, L.P., By: Sessa Capital IM GP, LLC, its general partner, By: John Petry, as manager 2023-11-14 /s/ John Petry, for Sessa Capital IM GP, LLC, By: John Petry, as manager 2023-11-14 /s/ John Petry 2023-11-14