Sec Form 3 Filing - Ellias Helen K. @ SAB Biotherapeutics, Inc. - 2023-11-14

Insider filing report for Changes in Beneficial Ownership
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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
Ellias Helen K.
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)
11/14/2023
(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 )( 2 ) ( 1 )( 2 ) Common Stock and/or Series A-2 Preferred Stock 2,857,142 I See Footnote ( 3 )
Preferred Tranche B Warrants ( 4 ) $ 1,000 ( 4 ) ( 4 ) Series A-3 Preferred Stock 1,200 I See Footnote ( 3 )
Preferred Tranche C Warrants ( 5 ) $ 1,000 ( 5 ) ( 5 ) Series A-3 Preferred Stock 3,000 I See Footnote ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Ellias Helen K.
2100 E 54TH STREET NORTH
SIOUX FALLS, SD57104
X
Signatures
/s/ Katie Ellias 11/22/2023
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 JDRF T1D Fund, LLC ("JDRF") that (i) JDRF purchased in a private placement offering of the Registrant's securities which closed on October 2, 2023 (the "Offering") and (ii) JDRF acquired upon the exercise of Tranche A Warrants (the "Tranche A Warrants") to purchase shares of Series A-1 Preferred Stock and/or shares of Series A-3 Preferred Stock, par value $0.0001 per share (the "Series A-3 Preferred Stock"), issued to JDRF in 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.
( 2 )Due to a 1,000 character limit, Footnote 2 is a continuation of Footnote 1: The Series A-1 Preferred Stock is subject to a beneficial ownership blocker provision that prevents the Reporting Person from converting the Series A-1 Preferred Stock into Common Stock to the extent such conversion would result in the Reporting Person beneficially owning more than 9.99% of the Common Stock outstanding immediately following such conversion, and to the extent the conversion would cause the Reporting Person's beneficial ownership to exceed such maximum percentage, the Reporting Person will receive shares of Series A-2 Convertible Preferred Stock, par value $0.0001 per share, in lieu of Common Stock.
( 3 )These securities are beneficially owned by JDRF, directly. Helen Katherine Ellias, a Managing Director with JDRF, is a member of the board of directors of the Registrant. JDRF is a non-profit organization and the Reporting Person is an employee of such organization. As such, the Reporting Person disclaims beneficial ownership of any securities held by JDRF.
( 4 )Represents warrants issued to JDRF 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) 15 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 JDRF 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.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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