Explanatory Note
This Amendment No. 1 (this “Schedule 13D Amendment”) to
the Schedule 13D filed with the U.S. Securities and Exchange
Commission (the “SEC”) on June 17, 2022 (as amended by
this Schedule 13D Amendment, the “Schedule 13D”), is being
filed on behalf of (i) Richard B. Cohen, (ii) RJJRP
Holdings, Inc., (iii) The RBC 2021 4 Year GRAT, (iv) the
Richard B. Cohen Revocable Trust and (v) Perry Cohen
(collectively, the “Reporting Persons”), with respect to the
shares of Class A common stock, par value $0.0001 per share
(the “Class A Common Stock”), of Symbotic Inc.,
a Delaware corporation (the “Issuer”).
Other than as set forth below, all Items in the Schedule 13D are
materially unchanged. Capitalized terms used in this Schedule 13D
Amendment which are not defined herein have the meanings given to
them in the Schedule 13D.
| Item |
3. Source and Amount of Funds or Other
Consideration.
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Item 3 of the Schedule 13D is hereby amended to include the
following.
Triggering Events I and II
On July 13, 2022, Triggering Event I (as defined in the Merger
Agreement) occurred, which entitled the Reporting Persons to
receive, in the aggregate, 3,201,061 Earnout Interests. On
July 18, 2022, Triggering Event II (as defined in the Merger
Agreement) occurred, which entitled the Reporting Persons to
receive, in the aggregate, 3,201,061 Earnout Interests. On
July 19, 2022, the Issuer issued 6,402,122 shares of
Class V-1 common stock
and the equivalent number of OpCo Units to the Reporting Persons in
satisfaction of the Earnout Interests earned by the Reporting
Persons in connection with Triggering Event I and Triggering Event
II. Shares of Class V-1 common stock entitles
its holders to 1 vote per share and are convertible on a
one-for-one basis into shares of
Class A common stock of the Issuer at the election of the
holder and upon the redemption of an equal number of OpCo
Units.
| Item 5. |
Interest in Securities of the Issuer.
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Item 5 of Schedule 13D is hereby amended and restated as
follows:
The responses of the Reporting Persons to rows (7) through
(13) of the cover pages and Items 2, 3, 4 and 6 of this Schedule
13D are incorporated into this Item 5 by reference.
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| (a)-(b) |
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The Reporting Persons are in the aggregate
beneficial owners of 213,814,024 shares of Class V-3 Common Stock and
6,402,122 shares of Class V-1 Common Stock, each of
which are convertible on a one-for-one basis into shares of
Class A Common Stock at the election of the holder and upon
the redemption of an equal number of OpCo Units (as described in
Item 3 herein). Pursuant to Rule 13d-3 of the Exchange Act, the
Reporting Persons may be deemed to be in the aggregate the
beneficial owners of 80.2% of the Class A Common Stock,
calculated based on the percent of Class A Common Stock the
Reporting Persons would hold in the aggregate assuming the
conversion of all of each Reporting Person’s shares of Class V-3 Common Stock and
Class V-1 Common Stock
into shares of Class A Common Stock, resulting in a total of
(i) 274,496,292 shares of Class A Common Stock outstanding
(which reflects the sum of (x) 54,280,146 shares of Class A
Common Stock outstanding as of July 19, 2022 and
(y) 220,216,146 shares of Class A Common Stock issuable
on conversion of the Reporting Person’s Class V-3 Common Stock and
Class V-1 Common
Stock). Based on the total of 545,391,078 shares of the Issuer’s
common stock outstanding as of July 19, 2022 (including (i)
54,280,146 shares of Class A Common Stock, (ii) 74,177,907
shares of Class V-1 Common Stock, and
(iii) 416,933,025 shares of Class V-3 Common Stock), the
Reporting Persons collectively beneficially own in the aggregate
40.4% of the Issuer’s total outstanding Class A common stock on a
fully diluted basis (assuming conversion of all outstanding shares
of Class V-1 common stock and Class V-3 common stock) as of
July 19, 2022. |
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RJJRP Holdings, Inc. is the record holder of
41,549,600 shares of Class V-3 Common Stock and
1,878,766 shares of Class V-1 Common Stock. Richard B.
Cohen may be deemed to beneficially own the securities of the
Issuer held directly by RJJRP Holdings, Inc. by virtue of his
position as President and Chief Executive Officer of RJJRP and his
ownership interest therein. |