SEC Form SC 13D/A filed by SAB Biotherapeutics Inc. (Amendment)

CUSIP No. 78397T 103

1.

Names of Reporting Persons

Eddie Joe Sullivan

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

☐

(b)

☐

3.

SEC Use Only

4.

Source of Funds (See Instructions)

PF

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐

6.

Citizenship or Place of Organization

United States

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power

5,719,113 shares (1)

8.

Shared Voting Power

9.

Sole Dispositive Power

5,719,113 shares (1)

10.

Shared Dispositive Power

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

5,719,113 shares (1)

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐

13.

Percent of Class Represented by Amount in Row (11)

13.3% (2)

14.

Type of Reporting Person (See Instructions)

IN

(1)

Consists of (i) 5,230,564 shares of Common Stock held directly by Dr. Sullivan and (ii) 488,549 shares issuable to Dr. Sullivan pursuant to options exercisable within 60 days from the date hereof. Excludes (i) 2,106,361 shares issued into escrow for his benefit, the release from which is subject to achievement of certain stock price milestones (while such shares are held in escrow, Dr. Sullivan has neither voting power nor dispositive power over the escrowed shares), and (ii) 197,374 restricted stock units that become vested upon achievement of certain stock price milestones.

(2)

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.

CUSIP No. 78397T 103

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 13.3% 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.

(b)

See responses to Items 7, 8, 9, 10 and 11 on the cover pages of this filing, which are incorporated herein by reference.

(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..

(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 the Reporting Person.

(e)

Not applicable.

By:

/s/ Eddie Joe Sullivan

Eddie Joe Sullivan