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 Janet L

(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)

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

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⁾		6,362,808	D	⁽¹⁾⁽²⁾⁽³⁾	0⁽⁴⁾	I	By The RBC Millennium Trust⁽⁴⁾
Class V-3 Common Stock⁽²⁾⁽³⁾	07/24/2023		J⁽¹⁾⁽²⁾⁽³⁾		7,897,442	D	⁽¹⁾⁽²⁾⁽³⁾	153,647,127⁽⁴⁾	I	By The RBC Millennium Trust⁽⁴⁾
Class A Common Stock	07/24/2023		J⁽¹⁾⁽²⁾⁽³⁾		14,260,250	A	⁽¹⁾⁽²⁾⁽³⁾	14,260,250⁽⁴⁾	I	By The RBC Millennium Trust⁽⁴⁾
Class A Common Stock	07/25/2023		S⁽¹⁾		14,260,250	D	$28.05	0⁽⁴⁾	I	By The RBC Millennium Trust⁽⁴⁾
Class V-1 Common Stock⁽²⁾⁽³⁾								545,835⁽⁴⁾	I	By The Jill Cohen Mill Trust⁽⁴⁾
Class V-3 Common Stock⁽²⁾⁽³⁾								13,858,144⁽⁴⁾	I	By The Jill Cohen Mill Trust⁽⁴⁾
Class V-1 Common Stock⁽²⁾⁽³⁾	07/24/2023		J⁽²⁾⁽³⁾⁽⁵⁾		2,058,420	D	⁽²⁾⁽³⁾⁽⁵⁾	4,571,502⁽⁶⁾	I	By Spouse⁽⁶⁾
Class V-3 Common Stock⁽²⁾⁽³⁾	07/24/2023		J⁽²⁾⁽³⁾⁽⁵⁾		1,506,642	D	⁽²⁾⁽³⁾⁽⁵⁾	211,187,404⁽⁶⁾	I	By Spouse⁽⁶⁾
Class A Common Stock	07/24/2023		J⁽²⁾⁽³⁾⁽⁵⁾		3,565,062	A	⁽²⁾⁽³⁾⁽⁵⁾	3,565,062⁽⁶⁾	I	By Spouse⁽⁶⁾
Class A Common Stock	07/25/2023		S⁽⁵⁾		3,565,062	D	$28.05	0⁽⁶⁾	I	By Spouse⁽⁶⁾

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⁾			14,260,250	⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	Class A Common Stock	14,260,250	⁽²⁾⁽³⁾	153,647,127⁽⁴⁾	I	By The RBC Millennium Trust⁽⁴⁾
Symbotic Holdings Units⁽²⁾⁽³⁾	⁽²⁾⁽³⁾							⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	Class A Common Stock	14,403,979		14,403,979⁽⁴⁾	I	By The Jilll Cohen Mill Trust⁽⁴⁾
Symbotic Holdings Units⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	07/24/2023		J⁽²⁾⁽³⁾⁽⁵⁾			3,565,062	⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	Class A Common Stock	3,565,062	⁽²⁾⁽³⁾	215,758,906⁽⁶⁾	I	By Spouse⁽⁶⁾

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. On July 25, 2023, The RBC Millennium Trust sold 14,260,250 shares of Class A Common Stock (the "Stock Sale") for an aggregate purchase price of $400,000,000. In anticipation of the 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 "Redemption"). In connection with the Redemption, Symbotic Holdings LLC ("Symbotic Holdings") cancelled the Symbotic Holdings Units and the Issuer 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.

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 the Stock Sale and the Redemption, Janet L. Cohen may be considered the beneficial owner of (i) 153,647,127 shares of Class V-3 Common Stock held of record by The RBC Millennium Trust, for which Ms. Cohen is a co-trustee and one of the beneficiaries thereof and (ii) 13,858,144 shares of Class V-3 Common Stock and 545,835 shares of Class V-1 Common Stock held of record by The Jill Cohen Mill Trust, for which Ms. Cohen is a co-trustee and members of Ms. Cohen's immediate family are beneficiaries and, in each case, an equal number the paired Symbotic Holdings Units.

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

6. Following the Spousal Stock Sale and the Spousal Redemption, Janet L. Cohen may be considered to have an additional indirect pecuniary interest in 215,758,906 Symbotic Holdings Units (including the equivalent number of paired shares of Class V-1 or Class V-3 Common Stock) held by the Richard B. Cohen Revocable Trust, RBC 2021 4 Year GRAT and RJJRP Holdings, Inc., (together, the "Spousal Shares") in which Ms. Cohen's spouse is the trustee or Chief Executive Officer, as applicable, and to which members of Ms. Cohen's immediate family have 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. 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:

	/s/ Corey Dufresne, Attorney-in-Fact for Janet L. Cohen	07/27/2023
	/s/ Corey Dufresne, Attorney-in-Fact for RBC Millennium Trust	07/27/2023
	** Signature of Reporting Person	Date
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