Statement of Changes in Beneficial Ownership (4)
January 06 2023 - 05:48PM
Edgar (US Regulatory)
FORM 4
[ ] Check this box if no longer subject to Section
16. Form 4 or Form 5 obligations may continue. See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL
OWNERSHIP OF SECURITIES
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OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5 |
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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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1. Name
and Address of Reporting Person * Ford
Rollin L. |
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)
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(Last)
(First)
(Middle)
C/O SYMBOTIC INC., 200 RESEARCH DRIVE |
3. Date of Earliest Transaction (MM/DD/YYYY)
8/2/2022
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(Street)
WILMINGTON, MA 01887
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line) _X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person |
Table I - Non-Derivative Securities Acquired, Disposed of, or
Beneficially Owned
|
1.Title of Security
(Instr. 3) |
2. Trans. Date |
2A. Deemed Execution Date, if any |
3. Trans. 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) |
8/2/2022 |
|
A(1) |
|
15510 |
A |
(1)(2) |
1227930 (3) |
I |
By Spouse (4) |
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
|
1. Title of Derivate Security
(Instr. 3) |
2. Conversion or Exercise Price of Derivative
Security |
3. Trans. Date |
3A. Deemed Execution Date, if any |
4. Trans. 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 |
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 of Derivative Security: 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) |
(2) |
8/2/2022 |
|
A (1) |
|
15510 |
|
(2) |
(2) |
Class A Common Stock |
15510.0 |
(1)(2) |
1227930 |
I |
By Spouse (4) |
Explanation of
Responses: |
(1) |
Represents Symbotic Holdings
Units issued to the Reporting Person on August 2, 2022 as Earnout
Interests following the occurrence of Triggering Event III 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. |
(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. 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. |
(3) |
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. |
(4) |
Rollin Ford may be
considered to have an indirect pecuniary interest in an additional
5,170 Symbotic Holdings Units issued on August 2, 2022 to the
Audrey Exempt Trust, u/a, an additional 5,170 Symbotic Holdings
Units issued on August 2, 2022 to the Jessica Exempt Trust, u/a,
and an additional 5,170 Symbotic Holdings Units issued on August 2,
2022 to 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. |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
Ford Rollin L.
C/O SYMBOTIC INC., 200 RESEARCH DRIVE
WILMINGTON, MA 01887 |
X |
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Signatures
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/s/ Corey Dufresne,
Attorney-in-Fact |
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1/6/2023 |
**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). |
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 control number. |
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