Janet L. Cohen - Jul 24, 2023 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 24, 2023
Transactions value $
-$500,000,002
Form type
4
Date filed
7/27/2023, 08:37 PM
Previous filing
Jan 6, 2023
Next filing
Feb 28, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SYM Class V-1 Common Stock Other -6.36M -100% 0 Jul 24, 2023 By The RBC Millennium Trust F1, F2, F3, F4
transaction SYM Class V-3 Common Stock Other -7.9M -4.89% 154M Jul 24, 2023 By The RBC Millennium Trust F1, F2, F3, F4
transaction SYM Class A Common Stock Other +14.3M 14.3M Jul 24, 2023 By The RBC Millennium Trust F1, F2, F3, F4
transaction SYM Class A Common Stock Sale -$400M -14.3M -100% $28.05 0 Jul 25, 2023 By The RBC Millennium Trust F1, F4
transaction SYM Class V-1 Common Stock Other -2.06M -31.05% 4.57M Jul 24, 2023 By Spouse F2, F3, F5, F6
transaction SYM Class V-3 Common Stock Other -1.51M -0.71% 211M Jul 24, 2023 By Spouse F2, F3, F5, F6
transaction SYM Class A Common Stock Other +3.57M 3.57M Jul 24, 2023 By Spouse F2, F3, F5, F6
transaction SYM Class A Common Stock Sale -$100M -3.57M -100% $28.05 0 Jul 25, 2023 By Spouse F5, F6
holding SYM Class V-1 Common Stock 546K Jul 24, 2023 By The Jill Cohen Mill Trust F2, F3, F4
holding SYM Class V-3 Common Stock 13.9M Jul 24, 2023 By The Jill Cohen Mill Trust F2, F3, F4

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 Other -14.3M -8.49% 154M Jul 24, 2023 Class A Common Stock 14.3M By The RBC Millennium Trust F1, F2, F3, F4
transaction SYM Symbotic Holdings Units Other -3.57M -1.63% 216M Jul 24, 2023 Class A Common Stock 3.57M By Spouse F2, F3, F5, F6
holding SYM Symbotic Holdings Units 14.4M Jul 24, 2023 Class A Common Stock 14.4M By The Jilll Cohen Mill Trust F2, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On July 25, 2023, The RBC Millennium Trust sold 14,260,250 shares of Class A Common Stock (the "Stock Sale") for an aggregate purchase price of $400,000,000. In anticipation of the Stock Sale, on July 24, 2023, The RBC Millennium Trust redeemed 14,260,250 Symbotic Holdings Units in exchange for an equal number of shares of Class A Common Stock (the "Redemption"). In connection with the Redemption, Symbotic Holdings LLC ("Symbotic Holdings") cancelled the Symbotic Holdings Units and the Issuer cancelled and retired for no consideration the redeemed 6,362,808 shares of Class V-1 Common Stock and 7,897,442 shares of Class V-3 Common Stock.
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 Following the Stock Sale and the Redemption, Janet L. Cohen may be considered the beneficial owner of (i) 153,647,127 shares of Class V-3 Common Stock held of record by The RBC Millennium Trust, for which Ms. Cohen is a co-trustee and one of the beneficiaries thereof and (ii) 13,858,144 shares of Class V-3 Common Stock and 545,835 shares of Class V-1 Common Stock held of record by The Jill Cohen Mill Trust, for which Ms. Cohen is a co-trustee and members of Ms. Cohen's immediate family are beneficiaries and, in each case, an equal number the paired Symbotic Holdings Units.
F5 On July 25, 2023, the Richard B. Cohen Revocable Trust sold 3,565,062 shares of Class A Common Stock (the "Spousal Stock Sale") for an aggregate purchase price of $100,000,000. In anticipation of the Spousal Stock Sale, on July 24, 2023, the Richard B. Cohen Revocable Trust redeemed 3,565,062 Symbotic Holdings Units in exchange for an equal number of shares of Class A Common Stock (the "Spousal Redemption"). In connection with the Spousal Redemption, Symbotic Holdings cancelled the Symbotic Holdings Units and the Issuer cancelled and retired for no consideration the 2,058,420 shares of Class V-1 Common Stock and 1,506,642 shares of Class V-3 Common Stock that were redeemed.
F6 Following the Spousal Stock Sale and the Spousal Redemption, Janet L. Cohen may be considered to have an additional indirect pecuniary interest in 215,758,906 Symbotic Holdings Units (including the equivalent number of paired shares of Class V-1 or Class V-3 Common Stock) held by the Richard B. Cohen Revocable Trust, RBC 2021 4 Year GRAT and RJJRP Holdings, Inc., (together, the "Spousal Shares") in which Ms. Cohen's spouse is the trustee or Chief Executive Officer, as applicable, and to which members of Ms. Cohen's immediate family have 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. 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.