Richard B. Cohen - Dec 13, 2023 Form 4 Insider Report for Symbotic Inc. (SYM)

Signature
/s/ Corey Dufresne, Attorney-in-Fact for Richard B. Cohen
Stock symbol
SYM
Transactions as of
Dec 13, 2023
Transactions value $
$0
Form type
4
Date filed
12/15/2023, 05:25 PM
Previous filing
Jul 27, 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-3 Common Stock Gift -1M -28.86% 2.46M Dec 13, 2023 By the Richard B. Cohen Revocable Trust F1, F2, F3, F4
holding SYM Class V-3 Common Stock 163M Dec 13, 2023 By the RBC 2021 4 Year GRAT F1, F2
holding SYM Class V-3 Common Stock 41.5M Dec 13, 2023 By RJJRP Holdings, Inc. F1, F2
holding SYM Class V-3 Common Stock 168M Dec 13, 2023 By Spouse F1, F2, F5

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 Gift -1M -28.86% 2.46M Dec 13, 2023 Class A Common Stock 1M By the Richard B. Cohen Revocable Trust F1, F2, F3, F6
holding SYM Symbotic Holdings Units 168M Dec 13, 2023 Class A Common Stock 168M By RBC 2021 4 Year GRAT F1, F2, F6
holding SYM Symbotic Holdings Units 44.4M Dec 13, 2023 Class A Common Stock 44.4M By RJJRP Holdings, Inc. F1, F2, F6
holding SYM Symbotic Holdings Units 168M Dec 13, 2023 Class A Common Stock 168M By Spouse F1, F7, F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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.
F2 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.
F3 Represents a bona fide gift to a charitable donor-advised fund. Price is not applicable to acquisitions or dispositions resulting from bona fide gifts.
F4 Richard B. Cohen may be considered the beneficial owner of (i) 163,355,074 shares of Class V-3 Common Stock held of record by The RBC 2021 4 Year GRAT, of which Richard B. Cohen is trustee and the sole beneficiary, (ii) 41,549,600 shares of Class V-3 Common Stock held of record by RJJRP Holdings, Inc., of which Richard B. Cohen is a shareholder and the President and Chief Executive Officer, and (iii) 2,464,582 shares of Class V-3 Common Stock held of record by the Richard B. Cohen Revocable Trust, of which Richard B. Cohen is trustee and the sole beneficiary and, in each case, an equal number of the paired Symbotic Holdings Units.
F5 Richard B. Cohen may be considered to have an additional indirect pecuniary interest in (i) 153,647,127 shares of Class V-3 Common Stock held by The RBC Millennium Trust and (ii) 13,858,144 shares of Class V-3 Common Stock held by the Jill Cohen Mill Trust (together, the "Spousal Shares"), in which Mr. Cohen's spouse acts as trustee and to which members of Mr. Cohen's immediate family have a pecuniary interest. Richard B. 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 Mr. 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.
F6 Richard B. Cohen may be considered the beneficial owner of (i) 163,355,074 shares of Class V-3 Common Stock and 4,571,502 shares of Class V-1 Common Stock held of record by The RBC 2021 4 Year GRAT, of which Richard B. Cohen is trustee and the sole beneficiary, (ii) 41,549,600 shares of Class V-3 Common Stock and 2,818,148 shares of Class V-1 Common Stock held of record by RJJRP Holdings, Inc., of which Richard B. Cohen is a shareholder and the President and Chief Executive Officer, and (iii) 2,464,582 shares of Class V-3 Common Stock held of record by the Richard B. Cohen Revocable Trust, of which Richard B. Cohen is trustee and the sole beneficiary and, in each case, an equal number of the paired Symbotic Holdings Units.
F7 Richard B. Cohen may be considered to have an additional indirect pecuniary interest in (i) 153,647,127 Symbotic Holdings Units (including the equivalent number of paired shares of Class V-3 Common Stock) held by The RBC Millennium Trust and (ii) 14,403,979 Symbotic Holdings Units (including 545,835 paired shares of Class V-1 Common Stock and 13,858,144 paired shares of Class V-3 Common Stock) held by the Jill Cohen Mill Trust (together, the "Spousal Units"), in each of which Mr. Cohen's spouse acts as trustee and to which members of Mr. Cohen's immediate family have a pecuniary interest.
F8 [Continued from footnote 7] Richard B. Cohen does not have voting or investment control over the Spousal Units and disclaims beneficial ownership of the Spousal Units except to the extent that Mr. 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 Units for purposes of Section 16 or for any other purpose.

Remarks:

Reporting Person is Board Chair, President and Chief Executive Officer