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^*

KRASNOW TODD

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

3. Date of Earliest Transaction (Month/Day/Year)
11/24/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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⁽¹⁾⁽²⁾	11/24/2023		J⁽¹⁾⁽²⁾⁽³⁾		51,106	D	⁽¹⁾⁽²⁾⁽³⁾	444,930	D
Class A Common Stock	11/24/2023		J⁽¹⁾⁽²⁾⁽³⁾		51,106	A	⁽¹⁾⁽²⁾⁽³⁾	51,106	D
Class A Common Stock	11/24/2023		S		36,470	D	$52.469⁽⁴⁾	14,636	D
Class A Common Stock	11/24/2023		S		14,136	D	$53.313⁽⁵⁾	500	D
Class A Common Stock	11/24/2023		S		500	D	$54.1⁽⁶⁾	0	D
Class V-1 Common Stock⁽¹⁾⁽²⁾	11/27/2023		J⁽¹⁾⁽²⁾⁽⁷⁾		18,894	D	⁽¹⁾⁽²⁾⁽⁷⁾	426,036	D
Class A Common Stock⁽¹⁾⁽²⁾	11/27/2023		J⁽¹⁾⁽²⁾⁽⁷⁾		18,894	A	⁽¹⁾⁽²⁾⁽⁷⁾	18,894	D
Class A Common Stock	11/27/2023		S		18,894	D	$51.2133⁽⁸⁾	0	D
Class V-1 Common Stock⁽¹⁾⁽²⁾	11/28/2023		G		20,000	D	$0⁽⁹⁾	406,036	D
Class V-1 Common Stock								727,572	I	By Inlet View, Inc.⁽¹⁰⁾
Class A Common Stock								50,000	I	By Trust⁽¹¹⁾

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⁾⁽³⁾	⁽¹⁾⁽²⁾	11/24/2023		J⁽¹⁾⁽²⁾⁽³⁾			51,106	⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Class A Common Stock	51,106	⁽¹⁾⁽²⁾	444,930	D
Symbotic Holdings Units⁽¹⁾⁽²⁾⁽⁷⁾	⁽¹⁾⁽²⁾	11/27/2023		J⁽¹⁾⁽²⁾⁽⁷⁾			18,894	⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Class A Common Stock	18,894	⁽¹⁾⁽²⁾	426,036	D
Symbotic Holdings Units⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	11/28/2023		G⁽⁹⁾			20,000	⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Class A Common Stock	20,000	⁽¹⁾⁽²⁾⁽⁹⁾	406,036	D
Symbotic Holdings Units	⁽¹⁾⁽²⁾							⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Class A Common Stock	727,572		727,572	I	By Inlet View, Inc.⁽¹⁰⁾

Explanation of Responses:

1. 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.

2. The term "Symbotic Holdings Units" is used herein to represent limited liability company units of Symbotic Holdings LLC ("Symbotic Holdings") and an equal number of paired shares of Class V-1 Common Stock of the Issuer, which, pursuant to the limited liability company agreement of Symbotic Holdings, are 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.

3. On November 24, 2023, the Reporting Person sold 51,106 shares of Class A Common Stock (the "11/24 Stock Sale"). In connection with the 11/24 Stock Sale, effective November 24, 2023, the Reporting Person redeemed 51,106 Symbotic Holdings Units in exchange for an equal number of shares of Class A Common Stock (the "11/24 Redemption"). In connection with the 11/24 Redemption, Symbotic Holdings cancelled the Symbotic Holdings Units and the Issuer cancelled and retired for no consideration the redeemed 51,106 shares of Class V-1 Common Stock.

4. In accordance with SEC guidance authorizing aggregate reporting of same-day purchases and sales, the shares were sold in multiple transactions at prices ranging from $52.00 to $52.95, inclusive. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

5. In accordance with SEC guidance authorizing aggregate reporting of same-day purchases and sales, the shares were sold in multiple transactions at prices ranging from $53.02 to $53.965, inclusive. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

6. In accordance with SEC guidance authorizing aggregate reporting of same-day purchases and sales, the shares were sold in multiple transactions at prices ranging from $54.09 to $54.11, inclusive. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

7. On November 27, 2023, the Reporting Person sold 18,894 shares of Class A Common Stock (the "11/27 Stock Sale"). In connection with the 11/27 Stock Sale, effective November 24, 2023, the Reporting Person redeemed 18,894 Symbotic Holdings Units in exchange for an equal number of shares of Class A Common Stock (the "11/27 Redemption"). In connection with the 11/27 Redemption, Symbotic Holdings cancelled the Symbotic Holdings Units and the Issuer cancelled and retired for no consideration the redeemed 18,894 shares of Class V-1 Common Stock.

8. In accordance with SEC guidance authorizing aggregate reporting of same-day purchases and sales, the shares were sold in multiple transactions at prices ranging from $51.00 to $51.50, inclusive. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

9. On November 28, 2023, the Reporting Person transferred 20,000 Symbotic Holdings Units and an equal number of paired shares of Class V-1 common stock to the Todd and Deborah Krasnow Foundation, a charitable foundation of which the Reporting Person is a trustee. The Reporting Person has voting and investment power over all securities owned by the foundation.

10. Todd Krasnow may be considered the beneficial owner of securities held by Inlet View, Inc., of which Mr. Krasnow is the President and CEO. Mr. Krasnow disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

11. Todd Krasnow may be considered the beneficial owner of 25,000 shares of Class A Common Stock held by the Krasnow Family 2019 Charitable Remainder Trust and 25,000 shares of Class A Common Stock held by the Todd and Deborah Krasnow CRUT, both of which are trusts for which Mr. Krasnow is trustee and to which Mr. Krasnow is a beneficiary. Mr. Krasnow disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

Remarks:

	/s/ Corey Dufresne, Attorney-in-Fact	11/28/2023
	** 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 4 (b)(v).
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