Marian Joh - Sep 24, 2021 Form 3 Insider Report for Sarcos Technology & Robotics Corp (STRC)

Role
Chief Operating Officer
Signature
/s/ Attorney-in-fact on behalf of Marian Joh
Stock symbol
STRC
Transactions as of
Sep 24, 2021
Transactions value $
$0
Form type
3
Date filed
9/24/2021, 05:18 PM

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding STRC Common Stock 205K Sep 24, 2021 Direct F1, 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
holding STRC Stock Option (right to buy) Sep 24, 2021 Common Stock 154K $8.79 Direct F5
holding STRC Stock Option (right to buy) Sep 24, 2021 Common Stock 256K $8.79 Direct F6
* 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 Corp., Rotor Merger Sub Corp. and Rotor Acquisition Corp. (the "Merger Agreement").
F2 At the effective time of the Business Combination (the "Effective Time"), 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, (i) 51,292 of which 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 February 23, 2022 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 and (continued in footnote 4)
F4 153,876 of which 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 April 21, 2022 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.
F5 1/4 of the shares subject to the option will vest on February 23, 2022 and 1/48 of the shares subject to the option vest monthly thereafter.
F6 1/4 of the shares subject to the option will vest on May 6, 2022 and 1/48 of the shares subject to the option will vest monthly thereafter.