UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)
SAB Biotherapeutics, Inc.
(Name of Issuer)
Common Stock, Par Value $0.0001 Per Share
(Title of Class of Securities)
78397T103
(CUSIP Number)
June 7, 2022
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. 78397T 103 |
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1. |
Names of Reporting Persons Christine Hamilton |
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Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
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(b) |
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3. |
SEC Use Only |
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4. |
Source of Funds (See Instructions) OO |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐ |
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6. |
Citizenship or Place of Organization United States |
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Number of |
7. |
Sole Voting Power 5,122,674 shares (1) |
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8. |
Shared Voting Power 3,490,568 shares (2) |
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Sole Dispositive Power 5,122,674 shares (1) |
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Shared Dispositive Power 3,490,568 shares (2) |
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11. |
Aggregate Amount Beneficially Owned by Each Reporting Person 8,613,242 shares (1)(2) |
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐ |
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13. |
Percent of Class Represented by Amount in Row (11) 20.0% (3) |
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14. |
Type of Reporting Person (See Instructions) IN |
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(1) |
Consists of (i) 4,983,090 shares of Common Stock held directly by Ms. Hamilton, and (ii) 139,584 shares of Common Stock underlying stock options held by Ms. Hamilton exercisable within 60 days of the date hereof. Excludes: (i) 25,000 shares of Common Stock held by Christensen Investments, LLC, (ii) 2,909,022 shares of Common Stock held by Ms. Hamilton’s spouse, Dr. Edward Hamilton, (iii) 465,285 shares issuable to Dr. Hamilton pursuant to options exercisable within 60 days of the date hereof and (iv) 91,261 shares of Common Stock which Ms. Hamilton co-owns with Dr. Hamilton. Ms. Hamilton disclaims any beneficial ownership of the reported securities other than to the extent of any pecuniary interests she may have therein. |
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(2) |
Consists of (i) 25,000 shares of Common Stock held by Christensen Investments, LLC, (ii) 2,909,022 shares of Common Stock held by Dr. Hamilton, (iii) 465,285 shares issuable to Dr. Hamilton pursuant to options exercisable within 60 days of the date hereof, and (iv) 91,261 shares of Common Stock which Ms. Hamilton co-owns with Dr. Hamilton. |
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(3) |
This percentage is calculated based on 43,030,885 shares of Common Stock, the amount of outstanding shares as of the date hereof, as reported on the Issuer’s Registration Statement on Form S-1 (File No. 333-267012) filed with the Securities and Exchange Commission on August 23, 2022. |
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CUSIP No. 78397T 103 |
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1. |
Names of Reporting Persons Edward Hamilton |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
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(b) |
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3. |
SEC Use Only |
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4. |
Source of Funds (See Instructions) OO |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐ |
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6. |
Citizenship or Place of Organization United States |
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Number of |
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Sole Voting Power 3,374,307 shares (1) |
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Shared Voting Power 5,238,935 shares (2) |
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Sole Dispositive Power 3,374,307 shares (1) |
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Shared Dispositive Power 5,238,925 shares (2) |
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11. |
Aggregate Amount Beneficially Owned by Each Reporting Person 8,613,242 shares (1)(2) |
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐ |
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13. |
Percent of Class Represented by Amount in Row (11) 20.0% (3) |
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14. |
Type of Reporting Person (See Instructions) IN |
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(1) |
Consists of (i) 2,909,022 shares of Common Stock held directly by Dr. Edward Hamilton, and (ii) 465,285 shares of Common Stock underlying stock options held by Dr. Hamilton exercisable within 60 days of the date hereof. Excludes: (i) 25,000 shares of Common Stock held by Christensen Investments, LLC, (ii) 4,983,090 shares of Common Stock held directly by Dr. Hamilton’s spouse, Christine Hamilton, (iii) 139,584 shares issuable to Christine Hamilton pursuant to options exercisable within 60 days from the date hereof, and (iv) 91,261 shares of Common Stock which Dr. Hamilton co-owns with Christine Hamilton. Dr. Hamilton disclaims any beneficial ownership of the reported securities other than to the extent of any pecuniary interests he may have therein. |
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(2) |
Consists of (i) 25,000 shares of Common Stock held by Christensen Investments, LLC, (ii) 4,983,090 shares of Common Stock held directly by Dr. Hamilton’s spouse, Christine Hamilton, (iii) 139,584 shares issuable to Christine Hamilton pursuant to options exercisable within 60 days from the date hereof, and (iv) 91,261 shares of Common Stock Dr. Hamilton co-owns with Christine Hamilton. |
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(3) |
This percentage is calculated based on 43,030,885 shares of Common Stock, the amount of outstanding shares as of the date hereof, as reported on the Issuer’s Registration Statement on Form S-1 (File No. 333-267012) filed with the Securities and Exchange Commission on August 23, 2022. |
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EXPLANATORY NOTE
This Amendment No. 1 (the “Amendment No. 1”) amends and supplements the statement on Schedule 13D (the “Schedule 13D”) filed jointly by Christine Hamilton and Dr. Edward Hamilton (each, a “Reporting Person” and collectively, the “Reporting Persons”) on November 1, 2021, relating to the beneficial ownership of shares of common stock, par value $0.0001 per share (the “Common Stock”), of SAB Biotherapeutics, Inc., a Delaware corporation (the “Issuer”).
Except as otherwise specified in this Amendment No. 1, all items in the Schedule 13D remain unchanged. All capitalized terms used herein and not otherwise defined have the meanings ascribed to such terms in the Schedule 13D. This Amendment No. 1 reflects the subsequent disposition of an aggregate of 2,000,000 shares of Common Stock by Dr. Edward Hamilton by way of irrevocable gifts for the benefit of the Reporting Persons’ immediate family members.
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Item 4. Purpose of Transaction
On June 7, 2022, Dr. Edward Hamilton transferred an aggregate of 2,000,000 shares of Common Stock (the “Transferred Shares”) for the benefit of the Reporting Persons’ immediate family members.
All of the Transferred Shares were irrevocable gifts for the benefit of the transferees and neither Reporting Person received any compensation in respect of the Transferred Shares. Upon completion of the transfers, each of the Reporting Persons ceased to have any beneficial ownership or other interest in the Transferred Shares.
Item 5. |
Interest in Securities of the Issuer |
(a) |
See responses to Item 13 on the cover pages of this filing, which are incorporated herein by reference. The Reporting Persons’ aggregate beneficial ownership percentage is approximately 20.0% of the outstanding shares of Common Stock. Calculations of the percentage of the shares of Common Stock beneficially owned is based on 43,030,885 shares of Common Stock, the amount of outstanding shares as of the date hereof, as reported on the Issuer’s Registration Statement on Form S-1 (File No. 333-267012) filed with the Securities and Exchange Commission on August 23, 2022. |
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(b) |
See responses to Items 7, 8, 9, 10 and 11 on the cover pages of this filing, which are incorporated herein by reference. |
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(c) |
Reference is made to Item 4 above. Except as set forth herein, neither of the Reporting Persons have effected any transactions in shares of the Issuer’s Common Stock during the last 60 days.. |
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(d) |
No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, the shares of Common Stock beneficially owned by any of the Reporting Persons. |
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(e) |
Not applicable. |
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Signatures
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: September 8, 2022
By: |
/s/ Christine Hamilton |
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Christine Hamilton |
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By: |
/s/ Edward Hamilton |
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Edward Hamilton |
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