Form 4 for SYM Symbotic Inc.
Accepted 2022-07-21 00:00:00 ET · period of report 2022-07-19 · accession 0000899243-22-026487 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DI | 2022-07-21 | 2022-07-19 | SYM | Ladensohn David A | 10% | A - Grant | — | +5.26M | 5.26M | New | — |
| DI | 2022-07-21 | 2022-07-19 | SYM | Ladensohn David A | 10% | A - Grant | — | +5.26M | 205.76M | +3% | — |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Class V-1 Common Stock | 2022-07-19 | A | A | 5,264,638 | — | 5,264,638 | I As Trustee for securities held by Trust | — | — | (F3) (Continued from Footnote 2) 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. (F1) Represents Symbotic Holdings Units issued on July 19, 2022 as Earnout Interests following the occurrence of Triggering Event I and Triggering Event II in connection with the Agreement and Plan of Merger, dated December 12, 2021, by and among the Issuer, Saturn Acquisition (DE) Corp., Warehouse Technologies LLC and Symbotic Holdings LLC ("Symbotic Holdings"), as described in the Issuer's final prospectus filed with the Securities and Exchange Commission on June 1, 2022. (F2) 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. (F5) Reflects additional Symbotic Holdings Units that may be considered to have been acquired by the Reporting Person consisting of (i) an additional 4,241,872 Symbotic Holdings Units issued on July 19, 2022 to the RBC Millennium Trust, for which the Reporting Person serves as co-trustee with Janet L. Cohen and may be deemed to have shared voting and investment power, (ii) an additional 327,624 Symbotic Holdings Units issued on July 19, 2022 to the 2014 QSST F/B/O Perry Cohen, for which the Reporting Person serves as sole trustee, (iii) an additional 331,252 Symbotic Holdings Units issued on July 19, 2022 to the 2014 QSST F/B/O Rachel Cohen Kanter, for which the Reporting Person serves as sole trustee and (iv) an additional 363,890 Symbotic Holdings Units issued on July 19, 2022 to the Jill Cohen Mill Trust, for which the Reporting Person serves as co-trustee with Janet L. Cohen and may be deemed to have shared voting and investment power. (F6) (Continued from Footnote 5) The Reporting Person specifically disclaims beneficial ownership of the securities reported herein except to the extent of his or her pecuniary interest therein, if any. The filing of this Form 3 shall not be deemed an admission that the Reporting Person is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any securities reported herein (F4) The amount of securities beneficially owned following the reported transactions in Table I does not include shares of other classes of the Issuer's securities held directly or indirectly by the Reporting Person that are reported on preceding Form 4 filings. |
| 2 | Derivative | Symbotic Holdings Units | 2022-07-19 | A | A | 5,264,638 | — | 205,759,529 | I As Trustee for securities held by Trust | — · — to — | 5,264,638 Class A Common Stock | (F3) (Continued from Footnote 2) 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. (F1) Represents Symbotic Holdings Units issued on July 19, 2022 as Earnout Interests following the occurrence of Triggering Event I and Triggering Event II in connection with the Agreement and Plan of Merger, dated December 12, 2021, by and among the Issuer, Saturn Acquisition (DE) Corp., Warehouse Technologies LLC and Symbotic Holdings LLC ("Symbotic Holdings"), as described in the Issuer's final prospectus filed with the Securities and Exchange Commission on June 1, 2022. (F2) 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. (F5) Reflects additional Symbotic Holdings Units that may be considered to have been acquired by the Reporting Person consisting of (i) an additional 4,241,872 Symbotic Holdings Units issued on July 19, 2022 to the RBC Millennium Trust, for which the Reporting Person serves as co-trustee with Janet L. Cohen and may be deemed to have shared voting and investment power, (ii) an additional 327,624 Symbotic Holdings Units issued on July 19, 2022 to the 2014 QSST F/B/O Perry Cohen, for which the Reporting Person serves as sole trustee, (iii) an additional 331,252 Symbotic Holdings Units issued on July 19, 2022 to the 2014 QSST F/B/O Rachel Cohen Kanter, for which the Reporting Person serves as sole trustee and (iv) an additional 363,890 Symbotic Holdings Units issued on July 19, 2022 to the Jill Cohen Mill Trust, for which the Reporting Person serves as co-trustee with Janet L. Cohen and may be deemed to have shared voting and investment power. (F6) (Continued from Footnote 5) The Reporting Person specifically disclaims beneficial ownership of the securities reported herein except to the extent of his or her pecuniary interest therein, if any. The filing of this Form 3 shall not be deemed an admission that the Reporting Person is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any securities reported herein |