Sec Form 3 Filing - FINN BRIAN D @ Sarcos Technology & Robotics Corp - 2021-09-24

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
FINN BRIAN D
2. Issuer Name and Ticker or Trading Symbol
Sarcos Technology & Robotics Corp [ STRC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O SARCOS TECHNOLOGY AND ROBOTICS CORP, 360 WAKARA WAY
3. Date of Earliest Transaction (MM/DD/YY)
09/24/2021
(Street)
SALT LAKE CITY, UT84108
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction 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
Common Stock 8,942,957 ( 1 ) ( 2 ) ( 3 ) I See footnote ( 4 )
Common Stock 241,473 ( 1 ) ( 2 ) ( 5 ) I See footnote ( 6 )
Common Stock 5,672,168 ( 7 ) ( 8 ) I See footnote ( 9 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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
Warrants ( 10 ) $ 11.5 01/20/2021 ( 11 ) Common Stock 5,970,684 I See footnote ( 9 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
FINN BRIAN D
C/O SARCOS TECHNOLOGY AND ROBOTICS CORP
360 WAKARA WAY
SALT LAKE CITY, UT84108
X X
Signatures
/s/ Julie Wolff, Attorney-in-fact on behalf of Brian Finn 09/24/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Reflects shares of common stock, of Sarcos Corp. ("Sarcos"), acquired on September 24, 2021, upon the completion of the merger (the "Business Combination") pursuant to the Agreement and Plan of Merger, dated as of April 5, 2021, as amended on August 28, 2021, by and among Sarcos Corp., Rotor Merger Sub Corp. and Rotor Acquisition Corp. (the "Merger Agreement").
( 2 )At the effective time of the Business Combination (the "Effective Time"), each share of Sarcos Corp. common stock outstanding immediately prior to the Effective Time was converted into the right to receive approximately 5.129222424 shares of the common stock of Sarcos, subject to rounding.
( 3 )Represents shares of common stock held by Rotor Sarcos LLC ("Rotor-Sarcos").
( 4 )Mr. Finn has shared control of Rotor-Sarcos. As such, has shared voting and dispositive power over the shares owned by Rotor-Sarcos. Mr. Finn disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein.
( 5 )Represents shares held by Marstar Investments LLC ("Marstar").
( 6 )Mr. Finn is the administrator of Marstar and has sole voting and dispositive power over the shares that will be directly held by Marstar. Mr. Finn disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein.
( 7 )Represents former shares of Class B common stock of Sarcos predecessor company Rotor Acquisition Corp., which converted into shares of Common Stock of Sarcos upon closing of the Business Combination.
( 8 )Represents shares of common stock held by Rotor Sponsor LLC ("Rotor Sponsor").
( 9 )Mr. Finn is the managing member of Rotor Sponsor. As such, he has sole voting and dispositive power over the shares owned by Rotor Sponsor. Mr. Finn disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein.
( 10 )Represents warrants to purchase common stock held by Rotor Sponsor.
( 11 )The warrants will expire at 5:00 p.m., New York City time, on September 24, 2026 or earlier upon redemption or liquidation.

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