Steven Q. Hansen - Sep 24, 2021 Form 3 Insider Report for Sarcos Technology & Robotics Corp (STRC)

Role: Chief Financial Officer
Signature: /s/ Julie Wolff, Attorney -in-fact on behalf of Steven Q. Hansen
Stock symbol: STRC
Transactions as of: Sep 24, 2021
Transactions value $: $0
Form type: 3
Date filed: 9/24/2021, 05:16 PM
Next filing: Dec 30, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	STRC	Common Stock						25.6K	Sep 24, 2021	Direct	F1, F2, F3

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	STRC	Stock Option (right to buy)							Sep 24, 2021	Common Stock	205K	$1.18	Direct	F4
holding	STRC	Stock Option (right to buy)							Sep 24, 2021	Common Stock	51.3K	$1.24	Direct	F5

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Reflects shares of common stock, of Sarcos Technology and Robotics Corporation ("Sarcos"), acquired on September 24, 2021, upon the completion of the merger (the "Business Combination") pursuant to the Agreement and Plan of Merger, dated as of April 5, 2021, as amended on August 28, 2021, by and among Sarcos, Rotor Merger Sub Corp. and Rotor Acquisition Corp. (the "Merger Agreement").
F2	At the effective time of the Business Combination (the "Effective Time"), (i) each share of Sarcos Corp. common stock outstanding immediately prior to the Effective Time was converted into the right to receive approximately 5.129222424 shares of the common stock of Sarcos, subject to rounding.
F3	Represents restricted stock units ("RSU"), each RSU representing the right to receive one share of common stock of Sarcos, that will vest upon satisfaction of two conditions while the reporting person remains an employee or provider of services to the Issuer: (A) a time and service requirement satisfied as to 1/4 of the RSUs on August 1, 2021 and thereafter 1/36 of the RSUs on each monthly vesting date following the vesting commencement date; and (B) a liquidity event requirement satisfied on the earliest to occur of the twelve months following the closing of an IPO of the Issuer's equity securities pursuant to an effective registration statement, immediately prior to a change in control transaction or immediately prior to an acquisition of the common stock of the company. The Issuer's Board of Directors has waived the deemed the liquidity event requirement conditions satisfied effective as of the of the Business Combination.
F4	1/4 of the shares subject to the option vested on September 16, 2020 and 1/48 of the shares subject to the option vest monthly thereafter.
F5	1/4 of the shares subject to the option vested on August 1, 2021 and 1/48 of the shares subject to the option vest monthly thereafter.