Sessa Capital IM Form 4 SAB Biotherapeutics / John Petry ownership change

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

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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).

1. Name and Address of Reporting Person^*

Sessa Capital (Master), L.P.

(Last) (First) (Middle)

888 SEVENTH AVENUE, 30TH FLOOR

(Street)

NEW YORK NY 10019

(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)
11/10/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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
Tranche A Warrants	$1,000	11/10/2023		A		13,269		(1)	(1)	Series A-1 or Series A-3 Convertible Preferred Stock	13,269	(1)	13,269	D(2)
Tranche B Warrants	$1,000	11/10/2023		A		8,846		(3)	(3)	Series A-3 Convertible Preferred Stock	8,846	(3)	20,846	D(2)
Tranche C Warrants	$1,000	11/10/2023		A		22,115		(4)	(4)	Series A-3 Convertible Preferred Stock	22,115	(4)	52,115	D(2)
Tranche A Warrants	$1,000	11/13/2023		M(5)(6)			13,269	(1)	(1)	Series A-1 or Series A-3 Convertible Preferred Stock	13,269	(1)	0	D(2)
Series A-1 Convertible Preferred Stock	$0.63	11/13/2023		A(5)(6)		13,269		(5)(6)	(5)(6)	Common Stock or Series A-2 Convertible Preferred Stock	21,057,903	$1,000	31,269	D(2)

1. Name and Address of Reporting Person^*

Sessa Capital (Master), L.P.

(Last) (First) (Middle)

888 SEVENTH AVENUE, 30TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Sessa Capital GP, LLC

(Last) (First) (Middle)

888 SEVENTH AVENUE, 30TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Sessa Capital IM, L.P.

(Last) (First) (Middle)

888 SEVENTH AVENUE, 30TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Sessa Capital IM GP, LLC

(Last) (First) (Middle)

888 SEVENTH AVENUE, 30TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Petry John

(Last) (First) (Middle)

888 SEVENTH AVENUE, 30TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

Explanation of Responses:

1. Reflects the acquisition by Sessa Capital (Master), L.P. (the "Fund") of Tranche A Warrants (the "Tranche A Warrants") to purchase shares of Series A-1 Convertible Preferred Stock, par value $0.0001 per share ("Series A-1 Preferred Stock"), or shares of Series A-3 Convertible Preferred Stock, par value $0.0001 per share, of SAB Biotherapeutics, Inc. (the "Issuer") pursuant to a Warrant Amendment and Transfer Agreement, dated as of November 10, 2023 (the "Transfer Agreement"), in consideration for an agreement to exercise the Tranche A Warrants on or before November 14, 2023. The Tranche A Warrants became exercisable commencing on the Issuance Date (as defined in the Form of Preferred Tranche A Warrant) until November 14, 2023.

2. 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. Each of the Reporting Persons and Mr. Petry disclaim beneficial ownership of any securities reported by any person except to the extent of their pecuniary interest therein.

3. Reflects the acquisition by the Fund of Tranche B Warrants (the "Tranche B Warrants") to purchase shares of Series A-3 Preferred Stock of the Issuer pursuant to the Transfer Agreement in consideration for an agreement to exercise the Tranche A Warrants on or before November 14, 2023. The Tranche B Warrants are exercisable commencing on the Exercisability Date (as defined in the Form of Preferred Tranche B Warrant) until the later of (i) 21 days following the Issuer's announcement of data from its SAB-142-101 clinical trial and (ii) March 31, 2025.

4. Reflects the acquisition by the Fund of Tranche C Warrants (the "Tranche C Warrants") to purchase shares of Series A-3 Preferred Stock of the Issuer pursuant to the Transfer Agreement in consideration for an agreement to exercise the Tranche A Warrants on or before November 14, 2023. The Tranche C Warrants are exercisable commencing on the Exercisability Date (as defined in the Form of Preferred Tranche C Warrant) until the five (5) year anniversary of such date.

5. Reflects the exercise by the Fund of the Tranche A Warrants acquired pursuant to the Transfer Agreement. The shares of Series A-1 Preferred Stock are automatically convertible into shares of common stock, $0.0001 par value per share ("Common Stock"), of the Issuer on the first trading day following the announcement of the approval by the stockholders of the Issuer of (i) an amendment to the Issuer's Certificate of Incorporation to increase the number of authorized shares of Common Stock of the Issuer and (ii) the issuance of the Series A-1 Preferred Stock.

6. Due to a 1,000 character limit, Footnote 6 is a continuation of Footnote 5: The Series A-1 Preferred Stock is subject to a beneficial ownership blocker provision that prevents the Reporting Persons from converting the Series A-1 Preferred Stock into Common Stock to the extent such conversion would result in the Reporting Persons beneficially owning more than 4.99% of the Issuer's Common Stock outstanding immediately following such conversion, and to the extent the conversion would cause the Reporting Persons' beneficial ownership to exceed such maximum percentage, the Reporting Persons will receive shares of Series A-2 Convertible Preferred Stock, par value $0.0001 per share, in lieu of Common Stock of the Issuer.

	/s/ John Petry, for Sessa Capital (Master), L.P., By: Sessa Capital GP, LLC, its general partner, By: John Petry, as manager	11/14/2023
	/s/ John Petry, for Sessa Capital GP, LLC, By: John Petry, as manager	11/14/2023
	/s/ John Petry, for Sessa Capital IM, L.P., By: Sessa Capital IM GP, LLC, its general partner, By: John Petry, as manager	11/14/2023
	/s/ John Petry, for Sessa Capital IM GP, LLC, By: John Petry, as manager	11/14/2023
	/s/ John Petry	11/14/2023
	** Signature of Reporting Person	Date
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