Janet L. Cohen - Aug 2, 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: Aug 2, 2022
Transactions value $: $0
Form type: 4
Date filed: 1/6/2023, 04:49 PM
Previous filing: Jul 21, 2022
Next filing: Jul 27, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	SYM	Class V-1 Common Stock	Award		+2.12M	+50%		6.36M	Aug 2, 2022	By the RBC Millennium Trust	F1, F2, F3, F4
transaction	SYM	Class V-1 Common Stock	Award		+182K	+50%		546K	Aug 2, 2022	By the Jill Cohen Mill Trust	F1, F2, F3, F5
transaction	SYM	Class V-1 Common Stock	Award		+3.15M	+50%		9.45M	Aug 2, 2022	By Spouse	F1, F2, F3, F6

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	$0	+2.12M	+1.28%	$0.00	168M	Aug 2, 2022	Class A Common Stock	2.12M		By the RBC Millennium Trust	F1, F2, F4
transaction	SYM	Symbotic Holdings Units	Award	$0	+182K	+1.28%	$0.00	14.4M	Aug 2, 2022	Class A Common Stock	182K		By the Jill Cohen Mill Trust	F1, F2, F5
transaction	SYM	Symbotic Holdings Units	Award	$0	+3.15M	+1.46%	$0.00	219M	Aug 2, 2022	Class A Common Stock	3.15M		By Spouse	F1, F2, F6

* 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 August 2, 2022 as Earnout Interests following the occurrence of Triggering Event III 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 of the Issuer, which, pursuant to the limited liability company agreement of Symbotic Holdings, are 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. 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.
F3	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.
F4	Janet L. Cohen may be considered the beneficial owner of an additional 2,120,936 Symbotic Holding Units issued on August 2, 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.
F5	Janet L. Cohen may be considered the beneficial owner of an additional 181,945 Symbotic Holding Units issued on August 2, 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.
F6	Janet L. Cohen may be considered to have an indirect pecuniary interest in an additional 939,382 Symbotic Holding Units issued on August 2, 2022 to RJJRP Holdings Inc., an additional 2,144,706 Symbotic Holding Units issued on August 2, 2022 to the RBC 2014 4 Year GRAT and an additional 65,268 Symbotic Holding Units issued on August 2, 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.