Richard B. Cohen - Jun 7, 2022 Form 4 Insider Report for Symbotic Inc. (SYM)

Role
Board Chair, President and Chief Product Officer, Director, 10%+ Owner
Signature
/s/ Corey Dufresne, Attorney-in-Fact for Richard B. Cohen
Stock symbol
SYM
Transactions as of
Jun 7, 2022
Transactions value $
-$300,000,000
Form type
4
Date filed
6/9/2022, 07:55 PM
Next filing
Jul 21, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SYM Class V-3 Common Stock Award +71.5M 71.5M Jun 7, 2022 By RJJRP Holdings, Inc. F1, F2, F3, F4, F5
transaction SYM Class V-3 Common Stock Disposed to Issuer -30M -41.93% 41.5M Jun 7, 2022 By RJJRP Holdings, Inc. F1, F2, F3, F4, F5
transaction SYM Class V-3 Common Stock Award +163M 163M Jun 7, 2022 By the RBC 2021 4 Year GRAT F1, F2, F6
transaction SYM Class V-3 Common Stock Award +4.97M 4.97M Jun 7, 2022 By the Richard B. Cohen Revocable Trust F1, F2, F6
transaction SYM Class V-3 Common Stock Award +175M 175M Jun 7, 2022 By Spouse F1, F2, F7

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
transaction SYM Symbotic Holdings Units Award +71.5M 71.5M Jun 7, 2022 Class A Common Stock 71.5M By RJJRP Holdings, Inc. F1, F2, F3, F4, F5
transaction SYM Symbotic Holdings Units Disposed to Issuer -$300M -30M -41.93% $10.00* 41.5M Jun 7, 2022 Class A Common Stock 30M By RJJRP Holdings, Inc. F1, F2, F3, F4, F5
transaction SYM Symbotic Holdings Units Award +163M 163M Jun 7, 2022 Class A Common Stock 163M By the RBC 2021 4 Year GRAT F1, F2, F6
transaction SYM Symbotic Holdings Units Award +4.97M 4.97M Jun 7, 2022 Class A Common Stock 4.97M By the Richard B. Cohen Revocable Trust F1, F2, F6
transaction SYM Symbotic Holdings Units Award +175M 175M Jun 7, 2022 Class A Common Stock 175M By Spouse F1, F2, F7
* 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 In connection with the business combination, 30,000,000 Symbotic Holdings Units held by RJJRP Holdings, Inc. were sold to the Issuer pursuant to a Unit Purchase Agreement, dated December 12, 2021 (the "Unit Purchase"). Concurrently, an equal number of shares of Class V-3 Common Stock were transferred by RJJRP Holdings, Inc. to the Issuer and subsequently cancelled.
F4 Following the consummation of the business combination and the Unit Purchase, RJJRP Holdings, Inc. will be the direct owner of 41,549,600 Symbotic Holdings Units.
F5 Richard B. Cohen may be considered the beneficial owner of 41,549,600 Symbotic Holdings Units held directly by RJJRP Holdings, Inc. ("RJJRP"), of which he is the President and Chief Executive Officer, by virtue of his ownership of 100% of the voting securities of RJJRP. Mr. Cohen disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
F6 Richard B. Cohen may be considered the beneficial owner of 163,355,074 Symbotic Holdings Units held directly by the RBC 2021 4 Year GRAT and 4,971,224 Symbotic Holding Units held directly by the Richard B. Cohen Revocable Trust, both of which are trusts for which Mr. Cohen is trustee and to which Mr. Cohen is the sole beneficiary. Mr. Cohen disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
F7 Richard B. Cohen may be considered to have an indirect pecuniary interest in 161,544,569 Symbotic Holdings Units held directly by the RBC Millennium Trust and 13,858,144 Symbotic Holdings Units held by the Jill Cohen Mill Trust (together the "Spousal Shares") in which Mr. Cohen's spouse acts as trustee and to which members of Mr. Cohen's immediate family have a pecuniary interest. Richard B. 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 Mr. Cohen may be considered to have an indirect pecuniary interest therein. This report shall not be deemed an admission that the Reporting Persons are the beneficial owners of the Spousal Shares for purposes of Section 16 or for any other purpose.

Remarks:

Board Chair, President and Chief Product Officer