0001493152-21-026389.txt : 20211026
0001493152-21-026389.hdr.sgml : 20211026
20211026215100
ACCESSION NUMBER: 0001493152-21-026389
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20211001
FILED AS OF DATE: 20211026
DATE AS OF CHANGE: 20211026
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Hamilton Edward D.
CENTRAL INDEX KEY: 0001889477
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39871
FILM NUMBER: 211350481
MAIL ADDRESS:
STREET 1: 2100 E 54TH STREET NORTH
CITY: SIOUX FALLS
STATE: SD
ZIP: 57105
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
2021-10-01
0
0001833214
SAB Biotherapeutics, Inc.
SABS
0001889477
Hamilton Edward D.
2100 E 54TH STREET NORTH
SIOUX FALLS
SD
57104
0
0
1
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2021-10-22
4
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2021-10-01
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2021-10-14
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10.10
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2021-10-12
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2021-10-12
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2021-10-22
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2021-10-22
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2021-10-22
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2021-10-22
4
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2021-10-22
4
A
0
23264
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23264
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2021-10-22
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A
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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").
This transaction occurred prior to the business combination. The reporting person's obligation to disclose this transaction occurred upon the consummation of the business combination.
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.
The option shall vest and become exercisable over a period of 36 months from the Vesting Start Date, May 3, 2019, 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.
The option shall vest and become exercisable over a period of 36 months from the Vesting Start Date, November 1, 2020, 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.
/s/ Edward D. Hamilton
2021-10-26