0001493152-21-026390.txt : 20211026
0001493152-21-026390.hdr.sgml : 20211026
20211026215146
ACCESSION NUMBER: 0001493152-21-026390
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20211022
FILED AS OF DATE: 20211026
DATE AS OF CHANGE: 20211026
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Finnegan Frederick
CENTRAL INDEX KEY: 0001291694
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39871
FILM NUMBER: 211350486
MAIL ADDRESS:
STREET 1: CRITICAL THERAPEUTICS INC
STREET 2: 60 WESTVIEW STREET
CITY: LEXINGTON
STATE: MA
ZIP: 02421
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: 300 W. 41ST STREET
STREET 2: SUITE 202
CITY: MIAMI BEACH
STATE: FL
ZIP: 33140
BUSINESS PHONE: (305) 204-3338
MAIL ADDRESS:
STREET 1: 300 W. 41ST STREET
STREET 2: SUITE 202
CITY: MIAMI BEACH
STATE: FL
ZIP: 33140
FORMER COMPANY:
FORMER CONFORMED NAME: Big Cypress Acquisition Corp.
DATE OF NAME CHANGE: 20201120
4
1
ownership.xml
X0306
4
2021-10-22
0
0001833214
SAB Biotherapeutics, Inc.
SABS
0001291694
Finnegan Frederick
2100 E 54TH STREET NORTH
SIOUX FALLS
SD
57104
0
1
0
0
Chief Business Officer
Common Stock
2021-10-22
4
A
0
38596
A
38596
D
Earnout Rights (Common Stock)
2021-10-22
4
A
0
15593
A
Common Stock
15593
15593
D
Employee Stock Option (right to buy)
1.00
2021-10-22
4
A
0
23264
A
2028-09-01
Common Stock
23264
23264
D
Employee Stock Option (right to buy)
1.00
2021-10-22
4
A
0
125627
A
2028-09-01
Common Stock
125627
125627
D
Earnout Rights (Restricted Stock Units)
2021-10-22
4
A
0
60152
A
Common Stock
60152
60152
D
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").
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.]
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.
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.
The option is fully vested.
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.
/s/ Frederick Finnegan
2021-10-26