Janet L. Cohen - Jul 19, 2022 Form 4 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
Jul 19, 2022
Transactions value $
$0
Form type
4
Date filed
7/21/2022, 05:01 PM
Previous filing
Jun 9, 2022
Next filing
Jan 6, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SYM Class V-1 Common Stock Award +4.24M 4.24M Jul 19, 2022 By the RBC Millennium Trust F1, F2, F3, F4, F5
transaction SYM Class V-1 Common Stock Award +364K 364K Jul 19, 2022 By the Jill Cohen Mill Trust F1, F2, F3, F4, F6
transaction SYM Class V-1 Common Stock Award +6.3M 6.3M Jul 19, 2022 By Spouse F1, F2, F3, F4, 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 +4.24M +2.63% 166M Jul 19, 2022 Class A Common Stock 4.24M By the RBC Millennium Trust F1, F2, F3, F5
transaction SYM Symbotic Holdings Units Award +364K +2.63% 14.2M Jul 19, 2022 Class A Common Stock 364K By the Jill Cohen Mill Trust F1, F2, F3, F6
transaction SYM Symbotic Holdings Units Award +6.3M +3% 216M Jul 19, 2022 Class A Common Stock 6.3M By Spouse F1, F2, F3, 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 issued to the Reporting Persons on July 19, 2022 as Earnout Interests following the occurrence of Triggering Event I and Triggering Event II in connection with the Agreement and Plan of Merger, dated December 12, 2021, by and among the Issuer, Saturn Acquisition (DE) Corp., Warehouse Technologies LLC 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-1 Common Stock or 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, and in accordance with other terms and conditions set forth in Symbotic Holdings' Second Amended and Restated Limited Liability Company Agreement, dated as of June 7, 2022. Upon redemption, the Issuer will cancel the Symbotic Holdings Units and cancel and retire for no consideration the redeemed shares of Class V-1 Common Stock or Class V-3 Common Stock, as applicable.
F3 (Continued from Footnote 2) Shares of Class V-1 Common Stock of the Issuer have no economic rights and each share of Class V-1 Common Stock entitles its holder to 1 vote per share. 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.
F4 The amount of securities beneficially owned following the reported transactions in Table I does not include shares of other classes of the Issuer's securities held directly or indirectly by the Reporting Person that are reported on preceding Form 4 filings.
F5 Janet L. Cohen may be considered the beneficial owner of an additional 4,241,872 Symbotic Holding Units issued on July 19, 2022 to 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.
F6 Janet L. Cohen may be considered the beneficial owner of an additional 363,890 Symbotic Holding Units issued on July 19, 2022 to 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.
F7 Janet L. Cohen may be considered to have an indirect pecuniary interest in an additional 1,878,766 Symbotic Holding Units issued on July 19, 2022 to RJJRP Holdings Inc., an additional 4,289,412 Symbotic Holding Units issued on July 19, 2022 to the RBC 2014 4 Year GRAT and an additional 130,536 Symbotic Holding Units issued on July 19, 2022 to 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 4 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.