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*
Ford Rollin L.

(Last) (First) (Middle)
C/O SYMBOTIC INC., 200 RESEARCH DRIVE

(Street)
WILMINGTON MA 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)
11/28/2023
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)
Code V Amount (A) or (D) Price
Class V-1 Common Stock(1)(2) 11/29/2023 J(1)(2)(3) 71,400 D (1)(2)(3) 1,156,530 I By Spouse(4)
Class A Common Stock 11/29/2023 J(1)(2)(3) 71,400 A (1)(2)(3) 71,400 I By Spouse(5)
Class A Common Stock 11/28/2023 S 39,434 D $53.8164(6) 31,966 I By Spouse(5)
Class A Common Stock 11/28/2023 S 22,951 D $55.7258(7) 9,015 I By Spouse(5)
Class A Common Stock 11/29/2023 S 9,015 D $52.5809(8) 0 I By Spouse(5)
Class A Common Stock 8,000 I By Rollin L Ford Trust
Class A Common Stock 30,000 I By Spouse(9)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Symbotic Holdings Units(1)(2)(3) (1)(2) 11/29/2023 J(1)(2)(3) 71,400 (1)(2) (1)(2) Class A Common Stock 71,400 (1)(2) 1,156,530 I By Spouse(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 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 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.
3. On November 28, 2023, each of the Audrey Exempt Trust, u/a, the Jessica Exempt Trust, u/a, and the Paige Exempt Trust, u/a, sold 20,795 shares of Class A Common Stock (the "11/28 Stock Sale") and on November 29, 2023, each of the Audrey Exempt Trust, u/a, the Jessica Exempt Trust, u/a, and the Paige Exempt Trust, u/a, sold 3,005 shares of Class A Common Stock (the "11/29 Stock Sale"), In connection with the 11/28 Stock Sale and 11/29 Stock Sale, effective November 29, 2023, each of the Audrey Exempt Trust, u/a, the Jessica Exempt Trust, u/a, and the Paige Exempt Trust, u/a, redeemed 23,800 Symbotic Holdings Units in exchange for an equal number of shares of Class A Common Stock (the "11/29 Redemption"). In connection with the 11/29 Redemption, Symbotic Holdings cancelled the Symbotic Holdings Units and the Issuer cancelled and retired for no consideration the redeemed 71,400 shares of Class V-1 Common Stock.
4. Rollin Ford may be considered to have an indirect pecuniary interest in the 385,510 Class V-1 common stock held by the Audrey Exempt Trust, u/a, 385,510 Class V-1 common stocks held by the Jessica Exempt Trust, u/a, and 385,510 Class V-1 common stock held by the Paige Exempt Trust, u/a (collectively the "Trust V-1 Shares"), each of which has Mr. Ford's spouse as a Trustee and to which members of Mr. Ford's immediate family have a pecuniary interest. Rollin Ford does not have voting or investment control over the Trust Shares and disclaims beneficial ownership of the Trust V-1 Shares except to the extent that Mr. Ford may be considered to have an indirect pecuniary interest therein. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of the Trust V-1 Shares for purposes of Section 16 or for any other purpose.
5. Rollin Ford may be considered to have an indirect pecuniary interest in the Class A common stock held by the Audrey Exempt Trust, u/a, the Class A common stock held by the Jessica Exempt Trust, u/a, and Class A common stock held by the Paige Exempt Trust, u/a (collectively the "Trust Common Stock"), each of which has Mr. Ford's spouse as a Trustee and to which members of Mr. Ford's immediate family have a pecuniary interest. Rollin Ford does not have voting or investment control over the Trust Shares and disclaims beneficial ownership of the Trust Shares except to the extent that Mr. Ford may be considered to have an indirect pecuniary interest therein. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of the Trust Common Stock for purposes of Section 16 or for any other purpose.
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 $53.80 to $53.92, 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. 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 $55.55 to $56.50, 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.
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 $52.50 to $52.73, 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. Rollin Ford may be considered to have an indirect pecuniary interest in 30,000 shares of Class A Common Stock held directly by the RLF 2020 Gift Trust, in which Mr. Ford's wife acts as trustee and to which Mr. Ford's immediate family have a pecuniary interest. Rollin Ford does not have voting or investment control over the shares and disclaims beneficial ownership of the shares held by the RLF 2020 Gift Trust except to the extent that Mr. Ford may be considered to have an indirect pecuniary interest therein. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of the shares held by the RLF 2020 Gift Trust for purposes of Section 16 or for any other purpose.
10. Rollin Ford may be considered to have an indirect pecuniary interest in the 385,510 Symbotic Holdings Units held by the Audrey Exempt Trust, u/a, 385,510 Symbotic Holdings Units held by the Jessica Exempt Trust, u/a, and 385,510 Symbotic Holdings Units held by the Paige Exempt Trust, u/a (collectively the "Trust Shares"), each of which has Mr. Ford's spouse as a Trustee and to which members of Mr. Ford's immediate family have a pecuniary interest. Rollin Ford does not have voting or investment control over the Trust Shares and disclaims beneficial ownership of the Trust Shares except to the extent that Mr. Ford may be considered to have an indirect pecuniary interest therein. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of the Trust Shares for purposes of Section 16 or for any other purpose.
Remarks:
/s/ Corey Dufresne, as Attorney-in-Fact for Reporting Person 11/30/2023
** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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