Symbotic Inc.

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SEC FORM 3 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

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1. Name and Address of Reporting Person^*

Cohen Janet L

(Last)

(First)

(Middle)

C/O SYMBOTIC INC., 200 RESEARCH DRIVE

(Street)

WILMINGTON

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)

	Form filed by One Reporting Person
X	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 V-3 Common Stock⁽¹⁾⁽²⁾	161,544,569⁽¹⁾⁽²⁾	I	By the RBC Millennium Trust⁽³⁾
Class V-3 Common Stock⁽¹⁾⁽²⁾	13,858,144⁽¹⁾⁽²⁾	I	By the Jill Cohen Mill Trust⁽⁴⁾
Class V-3 Common Stock⁽¹⁾⁽²⁾	209,875,898⁽¹⁾⁽²⁾	I	By Spouse⁽⁵⁾

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Symbotic Holdings Units⁽¹⁾⁽²⁾	⁽²⁾	⁽²⁾	Class A Common Stock	161,544,569⁽¹⁾⁽²⁾	⁽²⁾	I	By the RBC Millennium Trust⁽³⁾
Symbotic Holdings Units⁽¹⁾⁽²⁾	⁽²⁾	⁽²⁾	Class A Common Stock	13,858,144⁽¹⁾⁽²⁾	⁽²⁾	I	By the Jill Cohen Mill Trust⁽⁴⁾
Symbotic Holdings Units⁽¹⁾⁽²⁾	⁽²⁾	⁽²⁾	Class A Common Stock	209,875,898⁽¹⁾⁽²⁾	⁽²⁾	I	By Spouse⁽⁵⁾

1. Name and Address of Reporting Person^*

Cohen Janet L

(Last)

(First)

(Middle)

C/O SYMBOTIC INC., 200 RESEARCH DRIVE

(Street)

WILMINGTON

01887

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

RBC Millennium Trust

(Last)

(First)

(Middle)

C/O SYMBOTIC INC., 200 RESEARCH DRIVE

(Street)

WILMINGTON

01887

(City)

(State)

(Zip)

Explanation of Responses:

1. 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.

2. 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.

3. Janet L. Cohen may be considered the beneficial owner of 161,544,569 Symbotic Holding Units held directly by 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.

4. Janet L. Cohen may be considered the beneficial owner of 13,858,144 Symbotic Holding Units held directly by 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.

5. Janet L. Cohen may be considered to have an indirect pecuniary interest in 41,549,600 Symbotic Holding Units held by RJJRP Holdings Inc., 163,355,074 Symbotic Holding Units held by the RBC 2014 4 Year GRAT and 4,971,224 Symbotic Holding Units held by 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 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.

Remarks:

Exhibit Lists: Exhibit 24.1- Power of Attorney for Janet L. Cohen. Exhibit 24.2- Power of Attorney for RBC Millennium Trust.

	/s/ Corey Dufresne, Attorney-in-Fact for Janet L. Cohen	06/09/2022
	/s/ Corey Dufresne, Attorney-in-Fact for RBC Millennium Trust	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).
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                                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/ Janet Cohen
                                       -------------------------------
                                                 (Sign Name)

                                            Janet Cohen
                                       -------------------------------
                                                 (Print Name)


                                Schedule 1
                             ATTORNEYS-IN-FACT

 Corey Dufresne

 Kristen Galbreath

 Sullivan & Cromwell LLP

                                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.


                                   The RBC Millennium Trust


                                   By: /s/ Janet Cohen
                                       -------------------------------
                                   Name: Janet Cohen

                                   Title: As Trustee (and not individually)


                                   By: /s/ David A. Ladensohn
                                       -------------------------------
                                   Name: David A. Ladensohn

                                   Title: As Trustee (and not individually)


                                Schedule 1
                             ATTORNEYS-IN-FACT

 Corey Dufresne

 Kristen Galbreath

 Sullivan & Cromwell LLP