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)
07/24/2023

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

Rule 10b5-1(c) Transaction Indication

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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-1 Common Stock⁽²⁾⁽³⁾	07/24/2023		J⁽¹⁾⁽²⁾⁽³⁾		2,058,420	D	⁽¹⁾⁽²⁾⁽³⁾	0⁽⁴⁾⁽⁵⁾	I	By the Richard B. Cohen Revocable Trust⁽⁴⁾⁽⁵⁾
Class V-3 Common Stock⁽²⁾⁽³⁾	07/24/2023		J⁽¹⁾⁽²⁾⁽³⁾		1,506,642	D	⁽¹⁾⁽²⁾⁽³⁾	3,464,582⁽⁴⁾⁽⁵⁾	I	By the Richard B. Cohen Revocable Trust⁽⁴⁾⁽⁵⁾
Class A Common Stock	07/24/2023		J⁽¹⁾⁽²⁾⁽³⁾		3,565,062	A	⁽¹⁾⁽²⁾⁽³⁾	3,565,062⁽⁴⁾⁽⁵⁾	I	By the Richard B. Cohen Revocable Trust⁽⁴⁾⁽⁵⁾
Class A Common Stock	07/25/2023		S⁽¹⁾		3,565,062	D	$28.05	0⁽⁴⁾⁽⁵⁾	I	By the Richard B. Cohen Revocable Trust⁽⁴⁾⁽⁵⁾
Class V-1 Common Stock⁽²⁾⁽³⁾								4,571,502⁽⁴⁾⁽⁵⁾	I	By RBC 2021 4 Year GRAT⁽⁴⁾⁽⁵⁾
Class V-3 Common Stock⁽²⁾⁽³⁾								163,355,074⁽⁴⁾⁽⁵⁾	I	By RBC 2021 4 Year GRAT⁽⁴⁾⁽⁵⁾
Class V-1 Common Stock⁽²⁾⁽³⁾								2,818,148⁽⁴⁾⁽⁵⁾	I	By RJJRP Holdings, Inc.⁽⁴⁾⁽⁵⁾
Class V-3 Common Stock⁽²⁾⁽³⁾								41,549,600⁽⁴⁾⁽⁵⁾	I	RJJRP Holdings, Inc.⁽⁴⁾⁽⁵⁾
Class V-1 Common Stock⁽²⁾⁽³⁾	07/24/2023		J⁽²⁾⁽³⁾⁽⁶⁾		6,362,808	D	⁽²⁾⁽³⁾⁽⁶⁾	545,835⁽⁷⁾	I	By Spouse⁽⁷⁾
Class V-3 Common Stock⁽²⁾⁽³⁾	07/24/2023		J⁽²⁾⁽³⁾⁽⁶⁾		7,897,442	D	⁽²⁾⁽³⁾⁽⁶⁾	167,505,271⁽⁷⁾	I	By Spouse⁽⁷⁾
Class A Common Stock	07/24/2023		J⁽²⁾⁽³⁾⁽⁶⁾		14,260,250	A	⁽²⁾⁽³⁾⁽⁶⁾	14,260,250⁽⁷⁾	I	By Spouse⁽⁷⁾
Class A Common Stock	07/25/2023		S⁽⁶⁾		14,260,250	D	$28.05	0⁽⁷⁾	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⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	07/24/2023		J⁽¹⁾⁽²⁾⁽³⁾			3,565,062	⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	Class A Common Stock	3,565,062	⁽²⁾⁽³⁾	3,464,582⁽⁴⁾⁽⁵⁾	I	By the Richard B. Cohen Revocable Trust⁽⁴⁾⁽⁵⁾
Symbotic Holdings Units⁽²⁾⁽³⁾	⁽²⁾⁽³⁾							⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	Class A Common Stock	167,926,576		167,926,576⁽⁴⁾⁽⁵⁾	I	By RBC 2021 4 Year GRAT⁽⁴⁾⁽⁵⁾
Symbotic Holdings Units⁽²⁾⁽³⁾	⁽²⁾⁽³⁾							⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	Class A Common Stock	44,367,748		44,367,748⁽⁴⁾⁽⁵⁾	I	By RJJRP Holdings, Inc.⁽⁴⁾⁽⁵⁾
Symbotic Holdings Units⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	07/24/2023		J⁽²⁾⁽³⁾⁽⁶⁾			14,260,250	⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	Class A Common Stock	14,260,250	⁽²⁾⁽³⁾	168,051,106⁽⁷⁾	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^*

RJJRP Holdings, Inc.

(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)

Explanation of Responses:

1. On July 25, 2023, the Richard B. Cohen Revocable Trust sold 3,565,062 shares of Class A Common Stock (the "Stock Sale") for an aggregate purchase price of $100,000,000. In anticipation of the Stock Sale, on July 24, 2023, the Richard B. Cohen Revocable Trust redeemed 3,565,062 Symbotic Holdings Units in exchange for an equal number of shares of Class A Common Stock (the "Redemption"). In connection with the Redemption, the Symbotic Holdings LLC ("Symbotic Holdings") cancelled the Symbotic Holdings Units and the Issuer cancelled and retired for no consideration the redeemed 2,058,420 shares of Class V-1 Common Stock and 1,506,642 shares of Class V-3 Common Stock.

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-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.

3. (Continued from Footnote 2) 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.

4. Following Stock Sale and the Redemption, 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) 3,464,582 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.

5. (Continued from footnote 5) The shares reported on this Form 4 include 1,862,616 Symbotic Holdings Units (including the equivalent number of paired shares of Class V-1 Common Stock) that the Richard B. Cohen Revocable Trust acquired as a result of an annuity payment on May 19, 2023 from The RBC 2021 4 Year GRAT in transactions that were exempt from both Section 16(a) and Section 16(b) by virtue of Rule 16a-13.

6. On July 25, 2023, The RBC Millennium Trust sold 14,260,250 shares of Class A Common Stock (the "Spousal Stock Sale") for an aggregate purchase price of $400,000,000. In anticipation of the Spousal Stock Sale, on July 24, 2023, The RBC Millennium Trust redeemed 14,260,250 Symbotic Holdings Units in exchange for an equal number of shares of Class A Common Stock (the "Spousal Redemption"). In connection with the Spousal Redemption, Symbotic Holdings cancelled the Symbotic Holdings Units the Issuer and cancelled and retired for no consideration the redeemed 6,362,808 shares of Class V-1 Common Stock and 7,897,442 shares of Class V-3 Common Stock.

7. Following the Spousal Stock Sale and the Spousal Redemption, Richard B. Cohen may be considered to have an additional indirect pecuniary interest in 168,051,106 of Symbotic Holdings Units (including the equivalent number of paired shares of Class V-1 or Class V-3 Common Stock) held by The RBC Millennium Trust and 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 Executive Officer

	/s/ Corey Dufresne, Attorney-in-Fact for Richard B. Cohen	07/27/2023
	/s/ Corey Dufresne, Attorney-in-Fact for RBC 2021 4 Year GRAT	07/27/2023
	/s/ Corey Dufresne, Attorney-in-Fact for RJJRP Holdings, Inc.	07/27/2023
	** Signature of Reporting Person	Date
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