| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | STRC | Common Stock | Conversion of derivative security | $0 | +5.67M | $0.00 | 5.67M | Sep 24, 2021 | By Rotor Sponsor LLC | F1, F2 | |
| transaction | STRC | Common Stock | Other | +241K | 241K | Sep 24, 2021 | By Marstar Investments LLC | F3, F4 | |||
| transaction | STRC | Common Stock | Purchase | $1.3M | +130K | +53.84% | $10.00* | 371K | Sep 24, 2021 | By Marstar Investments LLC | F4, F5 |
| transaction | STRC | Common Stock | Purchase | $125K | +12.5K | $10.00* | 12.5K | Sep 24, 2021 | By Gee Jay LLC | F5, F6 | |
| transaction | STRC | Common Stock | Other | +8.94M | 8.94M | Sep 24, 2021 | By Rotor Sarcos, LLC | F3, F7 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | STRC | Class B Common Stock | Other | $0 | -437K | -7.16% | $0.00 | 5.67M | Sep 24, 2021 | Common Stock | 437K | By Rotor Sponsor LLC | F1, F2, F8 | |
| transaction | STRC | Class B Common Stock | Conversion of derivative security | $0 | -5.67M | -100% | $0.00* | 0 | Sep 24, 2021 | Common Stock | 5.67M | By Rotor Sponsor LLC | F1, F2 | |
| transaction | STRC | Warrants | Purchase | +6.43M | 6.43M | Sep 24, 2021 | Common Stock | 6.43M | $11.50 | By Rotor Sponsor LLC | F2, F9 | |||
| transaction | STRC | Warrants | Other | $0 | -460K | -7.16% | $0.00 | 5.97M | Sep 24, 2021 | Common Stock | 460K | $11.50 | By Rotor Sponsor LLC | F2, F8, F9 |
| Id | Content |
|---|---|
| F1 | Shares of the Issuer's Class B Common Stock are automatically convertible into shares of the Issuer's Class A Common Stock at the time of the Issuer's initial business combination or earlier at the option of the holders thereof, in either case on a one-for-one basis, subject to certain adjustments, and had no expiration date. The Issuer consummated its initial business combination on September 24, 2021, whereby, among other things, the Issuer's Class A Common Stock was redesignated as Common Stock. |
| F2 | Securities are held by Rotor Sponsor LLC ("Sponsor") and indirectly by its managing member, Brian Finn, who is also a member of the Issuer's Board of Directors. Mr. Finn disclaims beneficial ownership of the securities except to the extent of any pecuniary interest therein. |
| F3 | Reflects shares of the Issuer's Common Stock received in exchange for shares of Sarcos Corp. common stock in connection with the completion of the Issuer's initial 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 the Issuer (the "Merger Agreement"). At the effective time of the initial 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 Issuer's Common Stock, subject to rounding. |
| F4 | Securities are held by Marstar Investments LLC ("Marstar") and indirectly by its administrator, Mr. Finn, who is also a member of the Issuer's Board of Directors. Mr. Finn disclaims beneficial ownership of the securities except to the extent of any pecuniary interest therein. |
| F5 | On April 5, 2021, the Issuer entered into subscription agreements with certain investors pursuant to which the investors agreed to purchase shares of the Issuer's Common Stock for $10.00 per share in connection with, and conditioned upon, the substantially concurrent consummation of the Issuer's initial business combination. |
| F6 | Securities are held by Gee Jay LLC and indirectly by its trustee, Mr. Finn, who is also a member of the Issuer's Board of Directors. Mr. Finn disclaims beneficial ownership of these securities except to the extent of any pecuniary interest therein. |
| F7 | Securities are held by Rotor-Sarcos LLC ("Rotor-Sarcos") and indirectly by Mr. Finn, who has shared control of Rotor-Sarcos. Mr. Finn disclaims beneficial ownership of these securities except to the extent of any pecuniary interest therein. Mr. Finn is also a member of the Issuer's Board of Directors. |
| F8 | Pursuant to that certain Waiver Agreement, dated April 5, 2021, by and among Issuer, Sponsor, and certain other parties thereto, Sponsor forfeited 437,448 shares of Class B Common Stock and 460,470 private placement warrants to the Issuer for no consideration immediately prior to the consummation of the initial business combination. |
| F9 | Private placement warrants were acquired by Sponsor upon consummation of the Issuer's initial public offering on January 20, 2021 (the "IPO") at a purchase price of $1.00 per warrant, with each warrant exercisable for one share of the Issuer's Class A Common Stock. The private placement warrants become exercisable at any time commencing on the later of one year from the closing of the IPO and 30 days after the completion of Issuer's initial business combination. In connection with the Issuer's initial business combination, the Issuer's Class A common stock was redesignated as Common Stock. |
This Form 4/A is being filed to amend and restate the original Form 4 filed with the Securities and Exchange Commission on September 27, 2021 (the "Original Filing"), to include (i) Rotor Sponsor LLC as a Reporting Person, which was inadvertently omitted from the Original Filing, and (ii) additional transactions that occurred substantially concurrent with the consummation of the Issuer's initial business combination, certain of which were errantly reported in a Form 3 filed on behalf of Mr. Finn on September 24, 2021 (the "Form 3"). The Form 3 should be disregarded in its entirety.