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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 |
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SCHEDULE 13D
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Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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Symbotic Inc.
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(Name of Issuer)
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Class A Common Stock, par value $0.0001 per share
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(Title of Class of Securities)
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87151X101
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(CUSIP Number)
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Gordon Y. Allison
Senior Vice President and Chief Counsel, Finance and Corporate Governance
Walmart Inc.
702 Southwest 8th Street
Bentonville, AR 72716
(479) 273-4000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communication) |
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| December 12, 2023 (Date of Event which Requires Filing of this Statement)
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If the filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §240.13d-1(e), §240.13d‑1(f) or §240.13d-1(g), check the following box: [ ]
Note.
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with
respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934
("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. 87151X101
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1
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NAMES OF REPORTING PERSONS
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Walmart Inc.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See Instructions)
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OO
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware |
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NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
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SOLE VOTING POWER
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76,350,823(1)
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8
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SHARED VOTING POWER
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-0-
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9
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SOLE DISPOSITIVE POWER
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76,350,823(1)
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10
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SHARED DISPOSITIVE POWER
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-0-
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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76,350,823(1)
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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52.6%(2)
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14
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TYPE OF REPORTING PERSON (See Instructions)
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CO
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Includes (i) 15,000,000 shares of Class A Common Stock, par value $0.0001 per share ("Class A Common Stock") owned by the Reporting Person and (ii) 61,350,823 shares of Class A Common
Stock that may be acquired by the Reporting Person upon the exchange of 61,350,823 common units ("OpCo Units") in Symbotic Holdings LLC, a wholly-owned subsidiary of the Issuer. Incident to its ownership of OpCo Units, the Reporting Person
also owns 61,350,823 shares of the Issuer's Class V-1 common stock, par value $0.0001 ("Class V-1 Common Stock"), which carry one vote per share but confer no economic interest in the Issuer. Upon an exchange of OpCo Units for Class A
Common Stock, an equal number of shares of Class V-1 Common Stock would be cancelled.
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Explanatory Note
This Amendment No. 2 (this “Amendment”) amends and supplements the information in the Schedule 13D relating to the Class A common
stock, $0.0001 par value per share (the “Class A Common Stock”), of Symbotic Inc., a Delaware corporation (the "Issuer"), filed by the Reporting Person on June 21, 2022, as amended by Amendment No. 1 to Schedule 13D filed by the Reporting Person on
July 21, 2022 (collectively, the “Schedule 13D”). Unless otherwise indicated, each capitalized term used but not defined in this Amendment shall have the meaning assigned to such term in the Schedule 13D. With the exception of the changes indicated
below, the Schedule 13D is unchanged.
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Item 2.
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Identity and Background
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The second and third paragraphs of Item 2 of the Schedule 13D are hereby amended and restated as follows:
Schedule I attached hereto lists the executive officers and directors of the Reporting Person (the “Related Parties”) and their respective principal occupation, address and citizenship.
During the last five years, the Reporting Person has not, and, to the
Reporting Person’s knowledge, none of the Related Parties has, (i) been convicted in a criminal proceeding of the type specified in Item 2(d) of Schedule 13D, or (ii) been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
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Item 3.
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Source and Amount of Funds or Other Consideration
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Item 3 of the Schedule 13D is hereby supplemented as follows:
As discussed in the Schedule 13D, the Reporting Person owned a warrant (the “Warrant”) which permitted the Reporting Person to acquire 15,870,411 OpCo Units (subject to dilution and customary adjustments) upon satisfaction
of certain vesting conditions, at an exercise price of $10.00 per OpCo Unit. On December 12, 2023, the Reporting Person exercised the Warrant in full at an exercise price of $10.00 per OpCo Unit, and received 15,870,411 newly issued
OpCo Units and an equal number of shares of the Issuer’s Class V-1 Common Stock following the exercise.
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Item 5.
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Interest in Securities of the Issuer
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The information set forth on the cover page of this Schedule 13D is incorporated herein.
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Except for the exercise of the Warrant described in Item 3 of this Amendment, the Reporting Persons have not
effected any transactions in the Class A Common Stock during the past 60 days.
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None.
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Not applicable.
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SIGNATURE
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After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: December 14, 2023
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WALMART INC.
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By:
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/s/ Gordon Y. Allison
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Name:
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Gordon Y. Allison
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Title:
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Senior Vice President and Chief Counsel, Finance and Corporate Governance
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Schedule I
The name, present principal occupation or employment and citizenship of each of the executive officers and directors of Walmart
Inc. are set forth below. The business address of each individual is c/o Walmart Inc., 702 Southwest 8th Street, Bentonville, AR 72716.
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Name of Executive Officer
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Principal Occupation or Employment
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Citizenship
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Daniel J. Bartlett
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Executive Vice President, Corporate Affairs
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United States
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John David Rainey
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Executive Vice President and Chief Financial Officer
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United States
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Rachel Brand
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Executive Vice President, Global Governance, Chief Legal Officer and Corporate Secretary
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United States
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David M. Chojnowski
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Senior Vice President and Controller
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United States
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John Furner
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President and Chief Executive Officer, Walmart U.S.
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United States
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Suresh Kumar
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Executive Vice President, Global Chief Technology Officer and Chief Development Officer
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United States
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Kathryn McLay
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President and Chief Executive Officer, Walmart International
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Australia
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C. Douglas McMillon
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President and Chief Executive Officer (also a Director)
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United States
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Donna Morris
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Executive Vice President, Chief People Officer
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United States
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Chris Nicholas
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President and CEO, Sam’s Club
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United Kingdom
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Judith McKenna
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Executive Vice President
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United Kingdom
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Name of Director
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Principal Occupation or Employment
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Citizenship
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Cesar Conde
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Chairman of NBCUniversal News Group
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United States
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Tim Flynn
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Retired Chairman and CEO, KPMG
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United States
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Sarah Friar
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CEO of Nextdoor Holdings, Inc.
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United States
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Carla Harris
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Senior Client Advisor, Morgan Stanley
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United States
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Tom Horton
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Partner, Global Infrastructure Partners; and retired Chairman, American Airlines
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United States
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Marissa Mayer
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Co-founder and CEO, Sunshine Products, Inc.
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United States
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Greg Penner
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General Partner, Madrone Capital Partners, CEO and an owner of the Denver Broncos (Chairman of the Board of Walmart)
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United States
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Randall Stephenson
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Retired Executive Chair and CEO, AT&T
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United States
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Rob Walton
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Retired Chairman, Walmart
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United States
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Steuart Walton
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Founder and Chair, RZC Investments
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United States
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