SAB Biotherapeutics, Inc. — Director's Dealing 2021

Oct 27, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SAB Biotherapeutics, Inc. (SABS)
CIK: 0001833214
Period of Report: 2021-10-01

Reporting Person: HAMILTON CHRISTINE E (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-10-22	Common Stock	A	5049351	—	Acquired	5049351	Direct
2021-10-12	Common Stock	A	25000	$10.09	Acquired	25000	Direct
2021-10-12	Common Stock	A	25000	$10.08	Acquired	25000	Indirect
2021-10-01	Common Stock	A	2695	$10.10	Acquired	2695	Indirect
2021-10-13	Common Stock	A	20800	$10.10	Acquired	20800	Indirect
2021-10-14	Common Stock	A	5092	$10.10	Acquired	5092	Indirect
2021-10-22	Common Stock	A	4974497	—	Acquired	4974497	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-10-22	Earnout Rights (Common Stock)	$	A	2039938	Acquired		Common Stock (2039938)	Direct
2021-10-22	Employee Stock Option (right to buy)	$0.25	A	11632	Acquired	2024-12-12	Common Stock (11632)	Direct
2021-10-22	Employee Stock Option (right to buy)	$0.25	A	34896	Acquired	2025-07-01	Common Stock (34896)	Direct
2021-10-22	Employee Stock Option (right to buy)	$0.25	A	11632	Acquired	2025-12-15	Common Stock (11632)	Direct
2021-10-22	Employee Stock Option (right to buy)	$0.25	A	11632	Acquired	2028-07-01	Common Stock (11632)	Direct
2021-10-22	Employee Stock Option (right to buy)	$1.00	A	23264	Acquired	2029-05-03	Common Stock (23264)	Direct
2021-10-22	Employee Stock Option (right to buy)	$1.25	A	69793	Acquired	2031-01-01	Common Stock (69793)	Direct
2021-10-22	Earnout Rights (Restricted Stock Units)	$	A	47777	Acquired		Common Stock (47777)	Direct
2021-10-22	Earnout Rights (Common Stock)	$	A	2009697	Acquired		Common Stock (2009697)	Indirect
2021-10-22	Employee Stock Option (right to buy)	$0.25	A	162850	Acquired	2024-12-12	Common Stock (162850)	Indirect
2021-10-22	Employee Stock Option (right to buy)	$0.25	A	162850	Acquired	2024-12-12	Common Stock (162850)	Indirect
2021-10-22	Employee Stock Option (right to buy)	$0.25	A	116321	Acquired	2025-12-15	Common Stock (116321)	Indirect
2021-10-22	Employee Stock Option (right to buy)	$1.25	A	23264	Acquired	2030-04-27	Common Stock (23264)	Indirect
2021-10-22	Earnout Rights (Restricted Stock Units)	$	A	187975	Acquired		Common Stock (187975)	Indirect

Footnotes

F1: 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").

F2: 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.

F3: The reporting person disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

F4: 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.]

F5: 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.

F6: 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.

F7: The option is fully vested.

F8: 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.

F9: 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.

F10: 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.