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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 07/23/2023 |
3. Issuer Name and Ticker or Trading Symbol
Symbotic Inc. [ SYM ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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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 | 17,825,312 | I | By SVF II Strategic Investments AIV LLC(1) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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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 | ||||
Common Stock Warrants (right to buy) | (2) | (3) | Class A Common Stock | 11,434,360 | 41.9719 | I | By Sunlight Investment Corp.(1) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. SoftBank Group Corp. is the parent company of SVF II Strategic Investments AIV LLC, which is the sole stockholder of Sunlight Investment Corp. As a result of these relationships, each of the foregoing entities may be deemed to share beneficial ownership of the securities reported herein. Each reporting owner disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest in such securities. |
2. Exercise of the warrants is subject to certain conditions set forth in the warrant, including the satisfaction of certain funding obligations pursuant to that certain Master Services, License and Equipment Agreement, dated as of July 23, 2023, by and between GreenBox Systems LLC and Symbotic LLC (the "MSLEA"). |
3. The warrants expire on the later of (i) expiration of the term of the MSLEA and (ii) the date that is the 36-month anniversary of the date on which the warrant vested with respect to the applicable shares. The term of the MSLEA expires on July 23, 2027 unless earlier terminated pursuant to the terms of the MSLEA; provided that the term may be extended by GreenBox Systems LLC until July 23, 2029, subject to certain conditions. |
Remarks: |
Following the filing of this Form 3, SVF II Strategic Investments AIV LLC and Sunlight Investment Corp. will file Section 16 reports jointly with SoftBank Group Corp., SB Global Advisers Limited, SoftBank Vision Fund II-2 L.P., SVF II Aggregator (Jersey) L.P., SVF II Holdings (DE) LLC, SVF II SPAC Investment 3 (DE) LLC, SB Northstar GP and SB Northstar LP. |
SVF II Strategic Investments AIV LLC, By: Stephen Lam, as Director | 08/02/2023 | |
Sunlight Investment Corp., By: Stephen Lam, as Director | 08/02/2023 | |
** 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. |