Symbotic Inc.

View:

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Ladensohn David A

(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)
05/09/2024

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-3 Common Stock⁽¹⁾⁽²⁾	05/09/2024		J⁽³⁾		1,000,000	D	$0	11,615,154	I	By The 2014 QSST F/B/O Rachel Cohen Kanter⁽⁴⁾
Class V-1 Common Stock⁽¹⁾⁽²⁾	05/22/2024		J⁽¹⁾⁽²⁾⁽⁵⁾		25,000	D	⁽¹⁾⁽²⁾⁽⁵⁾	520,835	I	By The Jill Cohen Mill Trust⁽⁶⁾
Class A Common Stock	05/22/2024		J⁽¹⁾⁽²⁾⁽⁵⁾		25,000	A	⁽¹⁾⁽²⁾⁽⁵⁾	25,000	I	By The Jill Cohen Mill Trust⁽⁶⁾
Class A Common Stock	05/22/2024		S		25,000	D	$43.2621⁽⁷⁾	0	I	By The Jill Cohen Mill Trust⁽⁶⁾
Class V-1 Common Stock⁽¹⁾⁽²⁾	05/24/2024		J⁽¹⁾⁽²⁾⁽⁸⁾		50,000	D	⁽¹⁾⁽²⁾⁽⁸⁾	446,878	I	By The 2014 QSST F/B/O Rachel Cohen Kanter⁽⁴⁾
Class A Common Stock	05/24/2024		J⁽¹⁾⁽²⁾⁽⁸⁾		50,000	A	⁽¹⁾⁽²⁾⁽⁸⁾	50,000	I	The 2014 QSST F/B/O Rachel Cohen Kanter⁽⁴⁾
Class A Common Stock	05/24/2024		S		48,699	D	$40.8649⁽⁹⁾	1,301	I	The 2014 QSST F/B/O Rachel Cohen Kanter⁽⁴⁾
Class A Common Stock	05/24/2024		S		1,301	D	$41.8378⁽¹⁰⁾	0	I	The 2014 QSST F/B/O Rachel Cohen Kanter⁽⁴⁾
Class A Common Stock								15,000	I	By David A. Ladensohn Roth IRA
Class A Common Stock								30,000	I	By Ladensohn Family Investments, Ltd.⁽¹¹⁾
Class A Common Stock								15,000	I	By Spouse⁽¹²⁾
Class V-1 Common Stock⁽¹⁾⁽²⁾								491,436	I	By The 2014 QSST F/B/O Perry Cohen⁽¹³⁾
Class V-3 Common Stock⁽¹⁾⁽²⁾								12,477,024	I	By The 2014 QSST F/B/O Perry Cohen⁽¹³⁾
Class V-3 Common Stock⁽¹⁾⁽²⁾								151,561,831	I	By The RBC Millennium Trust⁽¹⁴⁾
Class V-3 Common Stock								13,858,144	I	By The Jill Cohen Mill Trust⁽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	⁽¹⁾⁽²⁾	05/09/2024		J⁽¹⁾⁽²⁾⁽³⁾			1,000,000	⁽²⁾	⁽²⁾	Class A Common Stock	1,000,000	⁽²⁾	12,112,032	I	By The 2014 QSST F/B/O Rachel Cohen Kanter⁽⁴⁾
Symbotic Holdings Units	⁽¹⁾⁽²⁾	05/22/2024		J⁽¹⁾⁽²⁾⁽⁵⁾			25,000	⁽²⁾	⁽²⁾	Class A Common Stock	25,000	⁽²⁾	14,378,979	I	By The Jill Cohen Mill Trust⁽⁶⁾
Symbotic Holdings Units	⁽¹⁾⁽²⁾	05/24/2024		J⁽¹⁾⁽²⁾⁽⁸⁾			50,000	⁽²⁾	⁽²⁾	Class A Common Stock	50,000	⁽²⁾	12,062,032	I	By The 2014 QSST F/B/O Rachel Cohen Kanter⁽⁴⁾
Symbotic Holdings Units	⁽²⁾							⁽²⁾	⁽²⁾	Class A Common Stock	151,561,831		151,561,831	I	By The RBC Millennium Trust⁽¹⁴⁾
Symbotic Holdings Units	⁽²⁾							⁽²⁾	⁽²⁾	Class A Common Stock	12,968,460		12,968,460	I	By The 2014 QSST F/B/O Perry Cohen⁽¹³⁾

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. 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.

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. On May 9, 2024, the 2014 QSST F/B/O Rachel Cohen Kanter distributed 1,000,000 shares of Class V-3 common stock and an equal number of paired Symbotic Holdings Units to the beneficiary of the trust. Mr. Ladensohn disclaims beneficial ownership of such securities. The filing of this Form 4 shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 of the Exchange Act or for any other purpose.

4. David A. Ladensohn may be considered the beneficial owner of shares of securities held of record by the 2014 QSST F/B/O Rachel Cohen Kanter, in which Mr. Ladensohn is a trustee. Mr. Ladensohn disclaims beneficial ownership of such securities. The filing of this Form 4 shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 of the Exchange Act or for any other purpose.

5. On May 22, 2024, The Jill Cohen Mill Trust sold 25,000 shares of Class A Common Stock (the "Stock Sale"). In connection with the Stock Sale, effective May 22, 2024, The Jill Cohen Mill Trust redeemed 25,000 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 canceled the Symbotic Holdings Units, and the Issuer canceled and retired for no consideration the redeemed 25,000 shares of Class V-1 Common Stock.

6. David A. Ladensohn may be considered the beneficial owner of shares of securities held of record by the Jill Cohen Mill Trust, in which Mr. Ladensohn is a co-trustee. Mr. Ladensohn disclaims beneficial ownership of such securities. The filing of this Form 4 shall not be deemed an admission that the Reporting Person is the beneficial owners of such securities for purposes of Section 16 of the Exchange Act or for any other purpose.

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 $43.00 to $43.91 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. On May 24, 2024, The 2014 QSST F/B/O Rachel Cohen Kanter sold 50,000 shares of Class A Common Stock (the "QSST Stock Sale"). In connection with the QSST Stock Sale, effective May 24, 2024, The 2014 QSST F/B/O Rachel Cohen Kanter redeemed 50,000 Symbotic Holdings Units in exchange for an equal number of shares of Class A Common Stock (the "QSST Redemption"). In connection with the QSST Redemption, Symbotic Holdings canceled the Symbotic Holdings Units, and the Issuer canceled and retired for no consideration the redeemed 50,000 shares of Class V-1 Common Stock.

9. 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 $40.64 to $41.63 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.

10. 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 $41.64 to $42.05 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.

11. The Reporting Person may be considered the beneficial owner of securities held directly by Ladensohn Family Investments, Ltd., of which he is one of the general partners. The Reporting Person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

12. The Reporting Person may be considered to have an indirect pecuniary interest in securities held by the Alice C. Panitz Residuary Trust, in which the Reporting Person's spouse has a pecuniary interest. The Reporting Person does not have voting or investment control over the shares and disclaims beneficial ownership of the shares held by the Alice C. Panitz Residuary Trust except to the extent that the Reporting Person may be considered to have an indirect pecuniary interest therein. The filing of this Form 4 shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 of the Exchange Act or for any other purpose.

13. David A. Ladensohn may be considered the beneficial owner of shares of securities held of record by the 2014 QSST F/B/O Perry Cohen, in which Mr. Ladensohn is a trustee. Mr. Ladensohn disclaims beneficial ownership of such securities. The filing of this Form 4 shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 of the Exchange Act or for any other purpose.

14. David A. Ladensohn may be considered the beneficial owner of securities held of record by The RBC Millennium Trust, in which Mr. Ladensohn is a co-trustee. Mr. Ladensohn disclaims beneficial ownership of such securities. The filing of this Form 4 shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 of the Exchange Act or for any other purpose.

Remarks:

	/s/ Corey Dufresne, Attorney-in-Fact for David A. Ladensohn	05/24/2024
	** 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).
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.