SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response: 0.5

1. Name and Address of Reporting Person* Ladensohn David A (Last) (First) (Middle) C/O SYMBOTIC INC., 200 RESEARCH DRIVE (Street) WILMINGTON MA 01887 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 06/07/2022	3. Issuer Name and Ticker or Trading Symbol Symbotic Inc. [ SYM ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	25,000	I	By Spouse(1)
Class A Common Stock	5,100	I	By Trust(2)
Class A Common Stock	50,000	I	By Ladensohn Family Investments, Ltd.(3)
Class A Common Stock	25,000	I	By David A. Ladensohn Roth IRA
Class V-3 Common Stock(4)(5)	200,494,891(4)(5)(6)(7)	I	As Trustee for securities held by Trust(6)(7)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Symbotic Holdings Units(4)(5)	(5)	(5)	Class A Common Stock	200,494,891(4)(5)(6)(7)	(5)	I	As Trustee for securities held by Trust(6)(7)

Explanation of Responses:

1. The Reporting Person may be considered to have an indirect pecuniary interest in 25,000 shares of Class A Common Stock held by the Alice C. Panitz Residuary Trust, in which the Reporting Person's spouse has a pecuniary interest. The Reporting Person does not have voting or investment control over the shares and disclaims beneficial ownership of the shares held by the Alice C. Panitz Residuary Trust except to the extent that the Reporting Person may be considered to have an indirect pecuniary interest therein. The filing of this Form 3 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. The shares held by the Alice C. Panitz Residuary Trust were acquired pursuant to a Subscription Agreement, dated December 12, 2021, between the Issuer and the Alice C. Panitz Residuary Trust.

2. The Reporting Person may be considered the beneficial owner of 5,100 shares of Class A Common Stock held by the Eliza Ladensohn New Hampshire Trust, for which the Reporting Person acts as trustee and members of the Reporting Person's immediate family have a pecuniary interest therein. The Reporting Person disclaims beneficial ownership of such securities except for his pecuniary interests therein. The shares held by the Eliza Ladensohn New Hampshire Trust were acquired pursuant to a Subscription Agreement, dated December 12, 2021, between the Issuer and the Eliza Ladensohn New Hampshire Trust.

3. The Reporting Person may be considered the beneficial owner of 50,000 shares of Class A Common Stock held directly by Ladensohn Family Investments, Ltd., of which he is one of the general partners. The Reporting Person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. The shares held by Ladensohn Family Investments, Ltd, were acquired pursuant to a Subscription Agreement, dated December 12, 2021, between the Issuer and Ladensohn Family Investments, Ltd.

4. Represents Symbotic Holdings Units received as consideration for limited liability company units of Warehouse Technologies LLC ("Warehouse") in connection with the Agreement and Plan of Merger, dated December 12, 2021, by and among the Issuer, Saturn Acquisition (DE) Corp., Warehouse 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.

5. 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-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. Upon redemption, the Issuer will cancel the Symbotic Holdings Units and cancel and retire for no consideration the redeemed shares of Class V-3 Common Stock. 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.

6. Reflects Symbotic Holdings Units consisting of (i) 161,544,569 Symbotic Holdings Units held directly by the RBC Millennium Trust, for which the Reporting Person serves as co-trustee with Janet L. Cohen and may be deemed to have shared voting and investment power, (ii) 12,477,024 Symbotic Holdings Units held directly by the 2014 QSST F/B/O of Perry Cohen, for which the Reporting Person serves as sole trustee, (iii) 12,615,154 Symbotic Holdings Units held directly by the 2014 QSST F/B/O Rachel Cohen Kanter, for which the Reporting Person serves as sole trustee, (iv) 13,858,144 Symbotic Holdings Units held directly by the Jill Cohen Mill Trust, for which the Reporting Person serves as co-trustee with Janet L. Cohen and may be deemed to have shared voting and investment power.

7. (Continued from Footnote 6) The Reporting Person specifically disclaims beneficial ownership of the securities reported herein except to the extent of his or her pecuniary interest therein, if any. The filing of this Form 3 shall not be deemed an admission that the Reporting Person is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any securities reported herein.

Remarks:

Exhibit Lists: 24.1- Power of Attorney.

	/s/ Corey Dufresne, Attorney-in-Fact	06/09/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

                                POWER OF ATTORNEY

             With respect to holdings of and transactions in securities issued
by Symbotic Inc. (the "Company"), the undersigned hereby constitutes and
appoints the persons named on Schedule 1 attached hereto, as may be amended
from time to time (the "Attorneys-in-Fact"), including an Attorney-in-Fact
acting or signing singly, with full power of substitution and resubstitution,
to act as the undersigned's true and lawful attorney-in-fact to:

                1. prepare, execute in the undersigned's name and on the
undersigned's behalf, and submit to the U.S. Securities and Exchange Commission
(the "SEC") a Form ID, including amendments thereto, and any other documents
necessary or appropriate to obtain and/or regenerate codes and passwords
enabling the undersigned to make electronic filings with the SEC of reports
required by Section 16 of the Securities Exchange Act of 1934, as amended, and
the rules and regulations promulgated thereunder;

                2. execute for and on behalf of the undersigned, Forms 3, 4 and
5 in accordance with Section 16 of the Securities Exchange Act of 1934, as
amended, and the rules and regulations promulgated thereunder;

                3. do and perform any and all acts for and on behalf of the
undersigned that may be necessary or desirable to complete and execute any such
Form 3, 4 or 5, complete and execute any amendment or amendments thereto, and
timely file such form with the SEC and any stock exchange or similar authority;
and

                4. take any other action of any type whatsoever in connection
with the foregoing that, in the opinion of such Attorneys-in-Fact, may be of
benefit to, in the best interest of or legally required by the undersigned, it
being understood that the documents executed by such Attorneys-in-Fact on
behalf of the undersigned pursuant to this power of attorney shall be in such
form and shall contain such terms and conditions as such Attorneys-in-Fact may
approve in such Attorneys-in-Fact's discretion.

             The undersigned hereby grants to each such Attorneys-in-Fact full
power and authority to do and perform any and every act and thing whatsoever
requisite, necessary or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution and resubstitution or revocation, hereby ratifying and confirming
all that such Attorneys-in-Fact, or such Attorneys-in-Fact substitute or
substitutes, shall lawfully do or cause to be done by virtue of this power of
attorney and the rights and powers herein granted.

             The undersigned acknowledges that the Attorneys-in-Fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is any Company assuming, any of the undersigned's responsibilities to
comply with Section 16 of the Securities Exchange Act of 1934, as amended.

             This power of attorney shall remain in full force and effect until
the undersigned is no longer required to file Forms 3, 4 and 5 with respect to
the undersigned's holdings of and transactions in securities issued by the
Company, unless earlier revoked by the undersigned in a signed writing
delivered to the Attorneys-in-Fact.

             IN WITNESS WHEREOF, the undersigned has caused this power of
attorney to be executed as of this 2nd day of June, 2022.

                                   By:      /s/ David Ladensohn
                                       -------------------------------
                                                 (Sign Name)

                                            David Ladensohn
                                       -------------------------------
                                                 (Print Name)


                                Schedule 1
                             ATTORNEYS-IN-FACT

 Corey Dufresne

 Kristen Galbreath

 Sullivan & Cromwell LLP