0001493152-21-026386.txt : 20211026 0001493152-21-026386.hdr.sgml : 20211026 20211026214946 ACCESSION NUMBER: 0001493152-21-026386 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: Turner Mervyn CENTRAL INDEX KEY: 0001475383 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39871 FILM NUMBER: 211350477 MAIL ADDRESS: STREET 1: MERCK & CO INC, ONE MERCK DRIVE CITY: WHITEHOUSE STATION STATE: NJ ZIP: 08889 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 0001475383 Turner Mervyn 2100 E 54TH STREET NORTH SIOUX FALLS SD 57104 1 0 0 0 Employee Stock Option (right to buy) 1.25 2021-10-22 4 A 0 69793 A 2031-01-01 Common Stock 69793 69793 D Earnout Rights (Restricted Stock Units) 2021-10-22 4 A 0 9399 A Common Stock 9399 9399 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 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. Upon consummation of the business combination, BCYP changed its name to "SAB Biotherapeutics, Inc." ("New SAB Biotherapeutics" or "Issuer"). The option shall vest and become exercisable over a period of 36 months from the Vesting Start Date, January 1, 2021, 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. 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: 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. /s/ Mervyn Turner 2021-10-26