Todd Krasnow - May 28, 2024 Form 4 Insider Report for Symbotic Inc. (SYM)

Role
Director
Signature
/s/ Corey Dufresne, Attorney-in-Fact for Todd Krasnow
Stock symbol
SYM
Transactions as of
May 28, 2024
Transactions value $
-$81,837
Form type
4
Date filed
5/30/2024, 05:44 PM
Previous filing
Apr 9, 2024
Next filing
Jun 5, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SYM Class V-1 Common Stock Other -2K -0.27% 726K May 28, 2024 By Inlet View, Inc. F1, F2, F3, F4
transaction SYM Class A Common Stock Other +2K 2K May 28, 2024 By Inlet View, Inc. F1, F2, F3, F4
transaction SYM Class A Common Stock Sale -$81.8K -2K -100% $40.92 0 May 28, 2024 By Inlet View, Inc. F4, F5, F6
holding SYM Class A Common Stock 10.4K May 28, 2024 Direct
holding SYM Class V-1 Common Stock 214K May 28, 2024 Direct F7, F8
holding SYM Class A Common Stock 50K May 28, 2024 By Trust F9
holding SYM Class V-1 Common Stock 180K May 28, 2024 By Spouse F1, F2, F10, F11

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 Other -2K -0.27% 726K May 28, 2024 Class A Common Stock 2K By Inlet View, Inc. F1, F2, F3, F4
holding SYM Symbotic Holdings Units 214K May 28, 2024 Class A Common Stock 214K Direct F1, F2
holding SYM Symbotic Holdings Units 180K May 28, 2024 Class A Common Stock 180K By Spouse F1, F2, F10, F11
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id Content
F1 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.
F2 The term "Symbotic Holdings Units" is used herein to represent limited liability company units of Symbotic Holdings LLC ("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.
F3 On May 28, 2024, the Reporting Person sold 2,000 shares of Class A Common Stock pursuant to a trading plan entered into by the Reporting Person on February 26, 2024, in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended (the "Stock Sale"). In connection with the Stock Sale and pursuant to the terms of the trading plan, effective May 28, 2024, the Reporting Person redeemed 2,000 Symbotic Holdings Units in exchange for an equal number of shares of Class A Common Stock (the "Redemption"). In connection with the Redemption, Symbotic Holdings canceled the Symbotic Holdings Units, and the Issuer canceled and retired for no consideration the redeemed 2,000 shares of Class V-1 Common Stock.
F4 Todd Krasnow may be considered the beneficial owner of securities held by Inlet View, Inc., of which Mr. Krasnow is the President and CEO. Mr. Krasnow disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
F5 This transaction was executed pursuant to a trading plan entered into by the Reporting Person on February 26, 2024, in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended.
F6 In accordance with SEC guidance authorizing aggregate reporting of same-day purchases and sales, the shares were sold in multiple transactions at prices ranging from $40.82 to $41.30, inclusive. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
F7 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 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. 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.
F8 Represents Symbotic Holdings Units issued to the Reporting Person 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.
F9 Todd Krasnow may be considered the beneficial owner of 25,000 shares of Class A Common Stock held by the Krasnow Family 2019 Charitable Remainder Trust and 25,000 shares of Class A Common Stock held by the Todd and Deborah Krasnow CRUT, both of which are trusts for which Mr. Krasnow is trustee and to which Mr. Krasnow is a beneficiary. Mr. Krasnow disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
F10 Consists of (i) 30,000 Symbotic Holdings Units and an equal number of paired shares of Class V-1 common stock held by the Reporting Person's spouse and (ii) 150,000 Symbotic Holdings Units and an equal number of paired shares of Class V-1 common stock held by the Todd J. Krasnow 2024 Irrevocable Trust, in which the Reporting Person's spouse acts as trustee and to which members of the Reporting Person's immediate family have a pecuniary interest.
F11 The Reporting Person disclaims beneficial ownership of the securities held by his spouse. The Reporting Person does not have voting or investment control over the securities held by the Todd J. Krasnow 2024 Irrevocable Trust and disclaims beneficial ownership of such securities except to the extent that the Reporting Person may be considered to have an indirect pecuniary interest therein. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of the spouse's securities or the securities held by the trust for purposes of Section 16 or for any other purpose.