STOCK TITAN

[Form 4] SAB Biotherapeutics, Inc. Warrant Insider Trading Activity

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4
Insider Moin Andrew
Role Director
Type Security Shares Price Value
Grant/Award Series B Convertible Preferred Stock 228,500 $0.00 --
Grant/Award Warrants (right to buy) 228,500 $0.00 --
Grant/Award Warrants (right to buy) 114,250 $0.00 --
Holdings After Transaction: Series B Convertible Preferred Stock — 228,500 shares (Indirect, See Footnote.); Warrants (right to buy) — 228,500 shares (Indirect, See Footnote.)
Footnotes (1)
  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). The Preferred Stock is subject to a beneficial ownership limitation that prevents the Sessa Parties (as defined below) from converting the Series B Preferred Stock into Common Stock to the extent that such conversion would result in the Sessa Parties beneficially owning more than 4.99% of the Issuer's Common Stock outstanding immediately following such conversion (the "Beneficial Ownership Limitation"). 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 (collectively, the "Sessa Parties"). Andrew Moin, an Analyst and Partner with the Fund, is a member of the board of directors of the Issuer. Each of the foregoing persons disclaims beneficial ownership of any securities reported by any person except to the extent of their pecuniary interest therein. 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 Fund in writing of the Phase II Enrollment Date (as defined in the Enrollment Warrant). 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 Fund in writing of the Phase II Release Date (as defined in the Data Release Warrant).
SEC Form 4
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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Moin Andrew

(Last) (First) (Middle)
777 W 41ST STREET, SUITE 401

(Street)
MIAMI BEACH FL 33140

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
SAB Biotherapeutics, Inc. [ SABS ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
07/22/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 228,500 (1) 228,500 I See Footnote.(3)
Warrants (right to buy) $175 07/22/2025 A 228,500 (4) (4) Series B Convertible Preferred Stock 228,500 (4) 228,500 I See Footnote.(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 I See Footnote.(3)
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 Sessa Parties (as defined below) from converting the Series B Preferred Stock into Common Stock to the extent that such conversion would result in the Sessa Parties 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 (collectively, the "Sessa Parties"). Andrew Moin, an Analyst and Partner with the Fund, is a member of the board of directors of the Issuer. Each of the foregoing persons disclaims 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 Fund 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 Fund in writing of the Phase II Release Date (as defined in the Data Release Warrant).
/s/ Andrew Moin 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.