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