Symbotic Inc.

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SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Cohen Richard B

(Last)

(First)

(Middle)

C/O SYMBOTIC INC., 200 RESEARCH DRIVE

(Street)

WILMINGTON

01887

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Symbotic Inc. [ SYM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
06/07/2022

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class V-3 Common Stock⁽¹⁾⁽²⁾	06/07/2022		A⁽¹⁾		71,549,600	A	⁽¹⁾⁽²⁾	71,549,600⁽³⁾⁽⁴⁾	I	By RJJRP Holdings, Inc.⁽⁵⁾
Class V-3 Common Stock⁽¹⁾⁽²⁾	06/07/2022		D⁽³⁾		30,000,000	D	⁽³⁾⁽⁴⁾	41,549,600⁽³⁾⁽⁴⁾	I	By RJJRP Holdings, Inc.⁽⁵⁾
Class V-3 Common Stock⁽¹⁾⁽²⁾	06/07/2022		A⁽¹⁾		163,355,074	A	⁽¹⁾⁽²⁾	163,355,074	I	By the RBC 2021 4 Year GRAT⁽⁶⁾
Class V-3 Common Stock⁽¹⁾⁽²⁾	06/07/2022		A⁽¹⁾		4,971,224	A	⁽¹⁾⁽²⁾	4,971,224	I	By the Richard B. Cohen Revocable Trust⁽⁶⁾
Class V-3 Common Stock⁽¹⁾⁽²⁾	06/07/2022		A⁽¹⁾		175,402,713	A	⁽¹⁾⁽²⁾	175,402,713	I	By Spouse⁽⁷⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Symbotic Holdings Units⁽¹⁾⁽²⁾	⁽²⁾	06/07/2022		A⁽¹⁾		71,549,600		⁽²⁾	⁽²⁾	Class A Common Stock	71,549,600	⁽¹⁾	71,549,600⁽³⁾⁽⁴⁾	I	By RJJRP Holdings, Inc.⁽⁵⁾
Symbotic Holdings Units⁽¹⁾⁽²⁾	⁽²⁾	06/07/2022		D⁽³⁾			30,000,000	⁽²⁾	⁽²⁾	Class A Common Stock	30,000,000	$10	41,549,600⁽³⁾⁽⁴⁾	I	By RJJRP Holdings, Inc.⁽⁵⁾
Symbotic Holdings Units⁽¹⁾⁽²⁾	⁽²⁾	06/07/2022		A⁽¹⁾		163,355,074		⁽²⁾	⁽²⁾	Class A Common Stock	163,355,074	⁽¹⁾	163,355,074	I	By the RBC 2021 4 Year GRAT⁽⁶⁾
Symbotic Holdings Units⁽¹⁾⁽²⁾	⁽²⁾	06/07/2022		A⁽¹⁾		4,971,224		⁽²⁾	⁽²⁾	Class A Common Stock	4,971,224	⁽¹⁾	4,971,224	I	By the Richard B. Cohen Revocable Trust⁽⁶⁾
Symbotic Holdings Units⁽¹⁾⁽²⁾	⁽²⁾	06/07/2022		A⁽¹⁾		175,402,713		⁽²⁾	⁽²⁾	Class A Common Stock	175,402,713	⁽¹⁾	175,402,713	I	By Spouse⁽⁷⁾

1. Name and Address of Reporting Person^*

Cohen Richard B

(Last)

(First)

(Middle)

C/O SYMBOTIC INC., 200 RESEARCH DRIVE

(Street)

WILMINGTON

01887

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

RBC 2021 4 Year GRAT

(Last)

(First)

(Middle)

C/O SYMBOTIC INC., 200 RESEARCH DRIVE

(Street)

WILMINGTON

01887

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

RJJRP Holdings, Inc.

(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. In connection with the business combination, 30,000,000 Symbotic Holdings Units held by RJJRP Holdings, Inc. were sold to the Issuer pursuant to a Unit Purchase Agreement, dated December 12, 2021 (the "Unit Purchase"). Concurrently, an equal number of shares of Class V-3 Common Stock were transferred by RJJRP Holdings, Inc. to the Issuer and subsequently cancelled.

4. Following the consummation of the business combination and the Unit Purchase, RJJRP Holdings, Inc. will be the direct owner of 41,549,600 Symbotic Holdings Units.

5. Richard B. Cohen may be considered the beneficial owner of 41,549,600 Symbotic Holdings Units held directly by RJJRP Holdings, Inc. ("RJJRP"), of which he is the President and Chief Executive Officer, by virtue of his ownership of 100% of the voting securities of RJJRP. Mr. Cohen disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

6. Richard B. Cohen may be considered the beneficial owner of 163,355,074 Symbotic Holdings Units held directly by the RBC 2021 4 Year GRAT and 4,971,224 Symbotic Holding Units held directly by the Richard B. Cohen Revocable Trust, both of which are trusts for which Mr. Cohen is trustee and to which Mr. Cohen is the sole beneficiary. Mr. Cohen disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

7. Richard B. Cohen may be considered to have an indirect pecuniary interest in 161,544,569 Symbotic Holdings Units held directly by the RBC Millennium Trust and 13,858,144 Symbotic Holdings Units 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.

Remarks:

Board Chair, President and Chief Product Officer

	/s/ Corey Dufresne, Attorney-in-Fact for Richard B. Cohen	06/09/2022
	/s/ Corey Dufresne, Attorney-in-Fact for RBC 2021 4 Year GRAT	06/09/2022
	/s/ Corey Dufresne, Attorney-in-Fact for RJJRP Holdings, Inc.	06/09/2022
	** Signature of Reporting Person	Date
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