| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
SAB Biotherapeutics, Inc. [ SABS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/22/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series B Convertible Preferred Stock | $1.75 | 07/22/2025 | A | 228,500 | (1)(2) | (1) | Common Stock | 22,850,000 | (1) | 228,500 | D(3) | ||||
| Warrants (right to buy) | $175 | 07/22/2025 | A | 228,500 | (4) | (4) | Series B Convertible Preferred Stock | 228,500 | (4) | 228,500 | D(3) | ||||
| Warrants (right to buy) | $218.75 | 07/22/2025 | A | 114,250 | (5) | (5) | Series B Convertible Preferred Stock | 114,250 | (5) | 114,250 | D(3) | ||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. Reflects the acquisition by Sessa Capital (Master), L.P. (the "Fund") of shares of Series B Convertible Preferred Stock, par value $0.0001 per share (the "Preferred Stock") of SAB Biotherapeutics, Inc. (the "Issuer") for an aggregate purchase price of $39,987,500 pursuant to that certain Securities Purchase Agreement, dated July 21, 2025 (the "SPA"). The Preferred Stock will automatically convert into shares of the Issuer's common stock, par value $0.0001 per share (the "Common Stock") at a conversion price of $1.75 per share upon the receipt by the Issuer of approval by its stockholders of the issuance of all Common Stock issuable upon conversion of the Series B Preferred Stock at a special meeting of stockholders to be held in accordance with the terms of the SPA (the "Stockholder Approval"), subject to the Beneficial Ownership Limitation (as defined below). |
| 2. The Preferred Stock is subject to a beneficial ownership limitation that prevents the Reporting Persons from converting the Series B Preferred Stock into Common Stock to the extent that such conversion would result in the Reporting Person beneficially owning more than 4.99% of the Issuer's Common Stock outstanding immediately following such conversion (the "Beneficial Ownership Limitation"). |
| 3. These securities of the Issuer are beneficially owned by (i) the Fund, directly, (ii) Sessa Capital GP, LLC, indirectly as a result of being the sole general partner of the Fund, (iii) Sessa Capital IM, L.P., indirectly as a result of being the investment adviser for the Fund, (iv) Sessa Capital IM GP, LLC, indirectly as a result of being the sole general partner of Sessa Capital IM, L.P., and (v) John Petry, indirectly as a result of being the manager of Sessa Capital GP, LLC and Sessa Capital IM GP, LLC. Andrew Moin, an Analyst and Partner with the Fund, is a member of the board of directors of the Issuer. Each of the Reporting Persons and Mr. Moin disclaim beneficial ownership of any securities reported by any person except to the extent of their pecuniary interest therein. |
| 4. Reflects the acquisition by the Fund of warrants to purchase shares of Preferred Stock at an exercise price of $175 per share (the "Enrollment Warrants") that accompanied the Preferred Stock purchased pursuant to the SPA. Each Enrollment Warrant is exercisable until the earlier of (x) July 21, 2030 and (y) the 30th trading day after the Issuer notifies the Reporting Person in writing of the Phase II Enrollment Date (as defined in the Enrollment Warrant). |
| 5. Reflects the acquisition by the Fund of warrants to purchase shares of Preferred Stock at an exercise price of $218.75 per share (the "Data Release Warrants") that accompanied the Preferred Stock purchased pursuant to the SPA. Each Data Release Warrant is exercisable until the earlier of (x) July 21, 2030 and (y) the 30th trading day after the Issuer notifies the Reporting Person in writing of the Phase II Release Date (as defined in the Data Release Warrant). |
| /s/ John Petry, for Sessa Capital (Master), L.P., By: Sessa Capital GP, LLC, its general partner, By: John Petry, as manager | 07/24/2025 | |
| /s/ John Petry, for Sessa Capital GP, LLC, By: John Petry, as manager | 07/24/2025 | |
| /s/ John Petry, for Sessa Capital IM, L.P., By: Sessa Capital IM GP, LLC, its general partner, By: John Petry, as manager | 07/24/2025 | |
| /s/ John Petry, for Sessa Capital IM GP, LLC, By: John Petry, as manager | 07/17/2025 | |
| /s/ John Petry | 07/24/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||