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Filing Details

Accession Number:: 0000899243-23-017568
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2023-07-27 20:35:15
Reporting Period:: 2023-07-24

Accepted Time:: 2023-07-27 20:35:15
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1837240	Symbotic Inc.	SYM	General Industrial Machinery & Equipment, Nec (3569)	981572401

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1932962	Rjjrp Holdings, Inc.	C/O Symbotic Inc., 200 Research Drive Wilmington MA 01887		No	No	Yes	No
1932966	Grat Year 4 2021 Rbc	C/O Symbotic Inc., 200 Research Drive Wilmington MA 01887		No	No	Yes	No
1933447	B Richard Cohen	C/O Symbotic Inc., 200 Research Drive Wilmington MA 01887	See Remarks	Yes	Yes	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class V-1 Common Stock	Disposition	2023-07-24	2,058,420	$0.00	0	No	4	J	Indirect	By the Richard B. Cohen Revocable Trust
Class V-3 Common Stock	Disposition	2023-07-24	1,506,642	$0.00	3,464,582	No	4	J	Indirect	By the Richard B. Cohen Revocable Trust
Class A Common Stock	Acquisiton	2023-07-24	3,565,062	$0.00	3,565,062	No	4	J	Indirect	By the Richard B. Cohen Revocable Trust
Class A Common Stock	Disposition	2023-07-25	3,565,062	$28.05	0	No	4	S	Indirect	By the Richard B. Cohen Revocable Trust
Class V-1 Common Stock	Disposition	2023-07-24	6,362,808	$0.00	545,835	No	4	J	Indirect	By Spouse
Class V-3 Common Stock	Disposition	2023-07-24	7,897,442	$0.00	167,505,271	No	4	J	Indirect	By Spouse
Class A Common Stock	Acquisiton	2023-07-24	14,260,250	$0.00	14,260,250	No	4	J	Indirect	By Spouse
Class A Common Stock	Disposition	2023-07-25	14,260,250	$28.05	0	No	4	S	Indirect	By Spouse

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	J	Indirect	By the Richard B. Cohen Revocable Trust
No	4	J	Indirect	By the Richard B. Cohen Revocable Trust
No	4	J	Indirect	By the Richard B. Cohen Revocable Trust
No	4	S	Indirect	By the Richard B. Cohen Revocable Trust
No	4	J	Indirect	By Spouse
No	4	J	Indirect	By Spouse
No	4	J	Indirect	By Spouse
No	4	S	Indirect	By Spouse

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	Symbotic Holdings Units	Disposition	2023-07-24	3,565,062	$0.00	3,565,062	$0.00
Class A Common Stock	Symbotic Holdings Units	Disposition	2023-07-24	14,260,250	$0.00	14,260,250	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
3,464,582			No	4	J	Indirect
168,051,106			No	4	J	Indirect

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Class V-1 Common Stock	4,571,502	Indirect	By RBC 2021 4 Year GRAT
Class V-3 Common Stock	163,355,074	Indirect	By RBC 2021 4 Year GRAT
Class V-1 Common Stock	2,818,148	Indirect	By RJJRP Holdings, Inc.
Class V-3 Common Stock	41,549,600	Indirect	RJJRP Holdings, Inc.

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Date	Expiration Date	Amount	Remaning Holdings	Nature of Ownership
Class A Common Stock	Symbotic Holdings Units	$0.00			167,926,576	167,926,576	Indirect
Class A Common Stock	Symbotic Holdings Units	$0.00			44,367,748	44,367,748	Indirect

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
	167,926,576	167,926,576	Indirect
	44,367,748	44,367,748	Indirect

Footnotes

On July 25, 2023, the Richard B. Cohen Revocable Trust sold 3,565,062 shares of Class A Common Stock (the "Stock Sale") for an aggregate purchase price of $100,000,000. In anticipation of the Stock Sale, on July 24, 2023, the Richard B. Cohen Revocable Trust redeemed 3,565,062 Symbotic Holdings Units in exchange for an equal number of shares of Class A Common Stock (the "Redemption"). In connection with the Redemption, the Symbotic Holdings LLC ("Symbotic Holdings") cancelled the Symbotic Holdings Units and the Issuer cancelled and retired for no consideration the redeemed 2,058,420 shares of Class V-1 Common Stock and 1,506,642 shares of Class V-3 Common Stock.
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.
(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.
Following Stock Sale and the Redemption, Richard B. Cohen may be considered the beneficial owner of (i) 163,355,074 shares of Class V-3 Common Stock and 4,571,502 shares of Class V-1 Common Stock held of record by The RBC 2021 4 Year GRAT, of which Richard B. Cohen is trustee and the sole beneficiary, (ii) 41,549,600 shares of Class V-3 Common Stock and 2,818,148 shares of Class V-1 Common Stock held of record by RJJRP Holdings, Inc., of which Richard B. Cohen is a shareholder and the President and Chief Executive Officer, and (iii) 3,464,582 shares of Class V-3 Common Stock held of record by the Richard B. Cohen Revocable Trust, of which Richard B. Cohen is trustee and the sole beneficiary and, in each case, an equal number of the paired Symbotic Holdings Units.
(Continued from footnote 5) The shares reported on this Form 4 include 1,862,616 Symbotic Holdings Units (including the equivalent number of paired shares of Class V-1 Common Stock) that the Richard B. Cohen Revocable Trust acquired as a result of an annuity payment on May 19, 2023 from The RBC 2021 4 Year GRAT in transactions that were exempt from both Section 16(a) and Section 16(b) by virtue of Rule 16a-13.
On July 25, 2023, The RBC Millennium Trust sold 14,260,250 shares of Class A Common Stock (the "Spousal Stock Sale") for an aggregate purchase price of $400,000,000. In anticipation of the Spousal Stock Sale, on July 24, 2023, The RBC Millennium Trust redeemed 14,260,250 Symbotic Holdings Units in exchange for an equal number of shares of Class A Common Stock (the "Spousal Redemption"). In connection with the Spousal Redemption, Symbotic Holdings cancelled the Symbotic Holdings Units the Issuer and cancelled and retired for no consideration the redeemed 6,362,808 shares of Class V-1 Common Stock and 7,897,442 shares of Class V-3 Common Stock.
Following the Spousal Stock Sale and the Spousal Redemption, Richard B. Cohen may be considered to have an additional indirect pecuniary interest in 168,051,106 of Symbotic Holdings Units (including the equivalent number of paired shares of Class V-1 or Class V-3 Common Stock) held by The RBC Millennium Trust and the Jill Cohen Mill Trust (together, the "Spousal Shares") in which Mr. Cohen's spouse acts as trustee and to which members of Mr. Cohen's immediate family have a pecuniary interest. Richard B. Cohen does not have voting or investment control over the Spousal Shares and disclaims beneficial ownership of the Spousal Shares except to the extent that Mr. Cohen may be considered to have an indirect pecuniary interest therein. This report shall not be deemed an admission that the Reporting Persons are the beneficial owners of the Spousal Shares for purposes of Section 16 or for any other purpose.