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Filing Details

Accession Number:: 0001837240-24-000046
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2024-02-28 21:53:12
Reporting Period:: 2024-02-26

Accepted Time:: 2024-02-28 21:53:12
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
1932964	Trust Millennium Rbc	C/O Symbotic Inc., 200 Research Drive Wilmington MA 01887		No	No	Yes	No
1932965	L Janet Cohen	C/O Symbotic Inc., 200 Research Drive Wilmington MA 01887		No	No	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-3 Common Stock	Disposition	2024-02-26	2,085,296	$0.00	151,561,831	No	4	J	Indirect	By The RBC Millennium Trust
Class A Common Stock	Acquisiton	2024-02-26	2,085,296	$0.00	2,085,296	No	4	J	Indirect	By The RBC Millennium Trust
Class A Common Stock	Disposition	2024-02-26	2,085,296	$39.69	0	No	4	S	Indirect	By The RBC Millennium Trust
Class V-1 Common Stock	Disposition	2024-02-26	2,881,255	$0.00	4,508,395	No	4	J	Indirect	By Spouse
Class V-3 Common Stock	Disposition	2024-02-26	33,449	$0.00	207,335,807	No	4	J	Indirect	By Spouse
Class A Common Stock	Acquisiton	2024-02-26	2,914,704	$0.00	2,914,704	No	4	J	Indirect	By Spouse
Class A Common Stock	Disposition	2024-02-26	2,914,704	$39.69	0	No	4	S	Indirect	By Spouse

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	J	Indirect	By The RBC Millennium Trust
No	4	J	Indirect	By The RBC Millennium Trust
No	4	S	Indirect	By The RBC Millennium 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	2024-02-26	2,085,296	$0.00	2,085,296	$0.00
Class A Common Stock	Symbotic Holdings Units	Disposition	2024-02-26	2,914,704	$0.00	2,914,704	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
151,561,831			No	4	J	Indirect
211,844,202			No	4	J	Indirect

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Class V-1 Common Stock	545,835	Indirect	By the Jill Cohen Mill Trust
Class V-3 Common Stock	13,858,144	Indirect	By the Jill Cohen Mill Trust

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			14,403,979	14,403,979	Indirect

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
	14,403,979	14,403,979	Indirect

Footnotes

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.
On February 26, 2024, The RBC Millennium Trust sold 2,085,296 shares of Class A Common Stock (the "Stock Sale") for an aggregate purchase price of $82,765,398. In anticipation of the Stock Sale, on February 26, 2024, The RBC Millennium Trust redeemed 2,085,296 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 and cancelled and retired for no consideration the redeemed 2,085,296 shares of Class V-3 Common Stock.
Following the Stock Sale and the Redemption, Janet L. Cohen may be considered the beneficial owner of (i) 151,561,831 shares of Class V-3 Common Stock held of record by The RBC Millennium Trust and (ii) 13,858,114 shares of Class V-3 Common Stock and 545,835 shares of Class V-1 Common Stock held of record by the Jill Cohen Mill Trust, in each of which Ms. Cohen is a co-trustee and members of Ms. Cohen's immediate family are beneficiaries and, in each case, an equal number of the paired Symbotic Holdings Units.
On February 26, 2024, The RBC 2021 4 Year GRAT sold 2,279,097 shares of Class A Common Stock (the "GRAT Stock Sale") for an aggregate purchase price of $90,457,360. In anticipation of the GRAT Stock Sale, on February 26, 2024, The RBC 2021 4 Year GRAT redeemed 2,279,097 Symbotic Holdings Units in exchange for an equal number of shares of Class A Common Stock (the "GRAT Redemption"). In connection with the GRAT Redemption, Symbotic Holdings cancelled the Symbotic Holdings Units and the Issuer cancelled and retired for no consideration the redeemed 2,279,097 shares of Class V-1 Common Stock.
On February 26, 2024, RJJRP Holdings, Inc. sold 602,158 shares of Class A Common Stock (the "RJJRP Stock Sale" and, together with the Trust Stock Sale and the GRAT Stock Sale, the "Spousal Stock Sales") for an aggregate purchase price of $23,899,651. In anticipation of the RJJRP Stock Sale, on February 26, 2024, RJJRP Holdings, Inc. redeemed 602,158 Symbotic Holdings Units in exchange for an equal number of shares of Class A Common Stock (the "RJJRP Redemption" and, together with the Trust Redemption and the GRAT Redemption, the "Spousal Redemptions"). In connection with the RJJRP Redemption, Symbotic Holdings cancelled the Symbotic Holdings Units and the Issuer cancelled and retired for no consideration the redeemed 602,158 shares of Class V-1 Common Stock.
Following the Spousal Stock Sales and the Spousal Redemptions, Janet L. Cohen may be considered to have an additional indirect pecuniary interest in (i) 163,355,074 shares of Class V-3 Common Stock and 2,292,405 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 2,215,990 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) 2,431,133 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 (such units, the "Spousal Units").
(Continued from Footnote 7) Janet L. Cohen does not have voting or investment control over the Spousal Units and disclaims beneficial ownership of the Spousal Units except to the extent that Ms. 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 Units for purposes of Section 16 or for any other purpose.
On February 26, 2024, the Richard B. Cohen Revocable Trust sold 33,449 shares of Class A Common Stock (the "Trust Stock Sale") for an aggregate purchase price of $1,327,591. In anticipation of the Trust Stock Sale, on February 26, 2024, the Richard B. Cohen Revocable Trust redeemed 33,449 Symbotic Holdings Units in exchange for an equal number of shares of Class A Common Stock (the "Trust Redemption"). In connection with the Trust Redemption, Symbotic Holdings cancelled the Symbotic Holdings Units and the Issuer cancelled and retired for no consideration the redeemed 33,449 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.