Janet L. Cohen - Jun 7, 2022 Form 3 Insider Report for Symbotic Inc. (SYM)

Role
10%+ Owner
Signature
/s/ Corey Dufresne, Attorney-in-Fact for Janet L. Cohen
Stock symbol
SYM
Transactions as of
Jun 7, 2022
Transactions value $
$0
Form type
3
Date filed
6/9/2022, 07:41 PM
Next filing
Jul 21, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding SYM Class V-3 Common Stock 162M Jun 7, 2022 By the RBC Millennium Trust F1, F2, F3
holding SYM Class V-3 Common Stock 13.9M Jun 7, 2022 By the Jill Cohen Mill Trust F1, F2, F4
holding SYM Class V-3 Common Stock 210M Jun 7, 2022 By Spouse F1, F2, F5

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding SYM Symbotic Holdings Units Jun 7, 2022 Class A Common Stock 162M By the RBC Millennium Trust F1, F2, F3
holding SYM Symbotic Holdings Units Jun 7, 2022 Class A Common Stock 13.9M By the Jill Cohen Mill Trust F1, F2, F4
holding SYM Symbotic Holdings Units Jun 7, 2022 Class A Common Stock 210M By Spouse F1, F2, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents Symbotic Holdings Units received as consideration for limited liability company units of Warehouse Technologies LLC ("Warehouse") in connection with the Agreement and Plan of Merger, dated December 12, 2021, by and among the Issuer, Saturn Acquisition (DE) Corp., Warehouse and Symbotic Holdings LLC ("Symbotic Holdings"), as described in the Issuer's final prospectus filed with the Securities and Exchange Commission on June 1, 2022.
F2 The term "Symbotic Holdings Units" is used herein to represent limited liability company units of Symbotic Holdings and an equal number of paired shares of Class V-3 Common Stock of the Issuer, which, pursuant to the limited liability company agreement of Symbotic Holdings, are together redeemable by the holder on a one-for-one basis for a share of Class A Common Stock of the Issuer, subject to conversion rate adjustments for stock splits, stock dividends, reclassification and other similar transactions. Upon redemption, the Issuer will cancel the Symbotic Holdings Units and cancel and retire for no consideration the redeemed shares of Class V-3 Common Stock. Shares of Class V-3 Common Stock of the Issuer have no economic rights and each share of Class V-3 Common Stock entitles its holder to 3 votes per share.
F3 Janet L. Cohen may be considered the beneficial owner of 161,544,569 Symbotic Holding Units held directly by the RBC Millennium Trust. Ms. Cohen is a co-trustee and one of the beneficiaries of the RBC Millennium Trust and may be deemed to have shared voting and investment power. Ms. Cohen disclaims beneficial ownership of such securities except to the extent of her pecuniary interest therein.
F4 Janet L. Cohen may be considered the beneficial owner of 13,858,144 Symbotic Holding Units held directly by the Jill Cohen Mill Trust. Ms. Cohen is a co-trustee of the Jill Cohen Mill Trust, as to which members of Ms. Cohen's immediate family have a pecuniary interest and may be deemed to have shared voting and investment power. Ms. Cohen disclaims beneficial ownership of such securities except to the extent of her pecuniary interest therein.
F5 Janet L. Cohen may be considered to have an indirect pecuniary interest in 41,549,600 Symbotic Holding Units held by RJJRP Holdings Inc., 163,355,074 Symbotic Holding Units held by the RBC 2014 4 Year GRAT and 4,971,224 Symbotic Holding Units held by the Richard B. Cohen Revocable Trust (collectively, the "Spousal Shares") in which Ms. Cohen's spouse has a pecuniary interest. Janet L. Cohen does not have voting or investment control over the Spousal Shares and disclaims beneficial ownership of the Spousal Shares except to the extent that Ms. Cohen may be considered to have an indirect pecuniary interest therein. The filing of this Form 3 shall not be deemed an admission that the Reporting Persons are the beneficial owners of the Spousal Shares for purposes of Section 16 of the Exchange Act or for any other purpose.

Remarks:

Exhibit Lists: Exhibit 24.1- Power of Attorney for Janet L. Cohen. Exhibit 24.2- Power of Attorney for RBC Millennium Trust.