Sec Form 3 Filing - Moin Andrew @ SAB Biotherapeutics, Inc. - 2023-10-02

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Moin Andrew 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) (Last) (First) (Middle) 2100 E 54TH STREET NORTH 3. Date of Earliest Transaction (MM/DD/YY) 10/02/2023 (Street) SIOUX FALLS, SD57104 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 A-1 Convertible Preferred Stock ( 1 ) $ 0.63 ( 1 ) ( 1 ) Common Stock and/or Series A-2 Preferred Stock 2,747,097 I See Footnote ( 2 ) Preferred Tranche A Warrants ( 3 ) $ 1,000 ( 3 ) ( 3 ) Series A-1 and/or A-3 Convertible Preferred Stock 16,269 ( 3 ) I See Footnote ( 2 ) Preferred Tranche B Warrants ( 4 ) $ 1,000 ( 4 ) ( 4 ) Series A-3 Preferred Stock 12,000 ( 4 ) I See Footnote ( 2 ) Preferred Tranche C Warrants ( 5 ) $ 1,000 ( 5 ) ( 5 ) Series A-3 Preferred Stock 30,000 ( 5 ) I See Footnote ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Moin Andrew 2100 E 54TH STREET NORTH SIOUX FALLS, SD57104 X Signatures /s/ Andrew Moin 10/10/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares of Series A-1 Convertible Preferred Stock, par value $0.0001 per share with a stated value of $1,000 per share (the "Series A-1 Preferred Stock") of the Registrant held by Sessa Capital (Master), L.P. ("Sessa Capital") that Sessa Capital purchased in a private placement offering of the Registrant's securities which closed on October 2, 2023 (the "Offering"). The Series A-1 Preferred Stock, subject to approval of the Registrant's stockholders ("Stockholder Approval"), is automatically convertible into shares of common stock, par value $0.0001 per share (the "Common Stock") on the first trading day following the announcement of the Stockholder Approval, provided that if the conversion would result in Sessa Capital beneficially owning Common Stock in excess of 4.99% of the Registrant's Common Stock outstanding, Sessa Capital will receive shares of Series A-2 Preferred Stock, par value $0.0001 per share, with a stated value of $1,000 per share, in lieu of Common Stock. ( 2 )These securities are beneficially owned by (i) Sessa Capital, directly, (ii) Sessa Capital GP, LLC, indirectly as a result of being the sole general partner of Sessa Capital, (iii) Sessa Capital IM, L.P., indirectly as a result of being the investment adviser for Sessa Capital, (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 Sessa Capital, is a member of the board of directors of the Registrant. Each of the foregoing persons disclaims beneficial ownership of any securities reported by any person except to the extent of their pecuniary interest therein. ( 3 )Represents warrants issued to Sessa Capital in the Offering (the "Tranche A Warrants") to acquire shares of Series A-1 Preferred Stock and/or shares of Series A-3 Preferred Stock, par value $0.0001 per share, with a stated value of $1,000 per share (the "Series A-3 Preferred Stock"). The Tranche A Warrants are exercisable commencing on the Issuance Date (as defined in the Form of Preferred Tranche A Warrant) until the earlier of (i) fifteen (15) trading days following the date of public announcement of the fulsome data set from the Sanofi S.A. Protect trial and (ii) December 15, 2023. ( 4 )Represents warrants issued to Sessa Capital in the Offering to acquire shares of Series A-3 Preferred Stock (the "Tranche B Warrants"). 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 Registrant's announcement of data from its SAB-142-101 clinical trial and (ii) March 31, 2025. ( 5 )Represents warrants issued to Sessa Capital in the Offering to acquire shares of Series A-3 Preferred Stock (the "Tranche C Warrants"). 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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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