Sec Form 13D Filing - Wolff Benjamin G @ Palladyne AI Corp.

Sec Form 13D Filing - Wolff Benjamin G filing for Palladyne AI Corp. (PDYN) - 2022-03-14

Insider filing report for Changes in Beneficial Ownership

Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

SARCOS TECHNOLOGY AND ROBOTICS CORPORATION

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

80359A106

(CUSIP Number)

Benjamin G. Wolff

Julie Wolff

650 South 500 West

Salt Lake City, Utah, 84101

888-927-7296

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

Copies to:

Patrick J. Schultheis

Michael Nordtvedt

Wilson Sonsini Goodrich & Rosati,

Professional Corporation

701 Fifth Avenue, Suite 5100

Seattle, Washington 98104

(206) 883-2500

March 11, 2022

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 80359A106


(1)		Names of reporting persons Benjamin G. Wolff
(2)		Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
(3)		SEC use only
(4)		Source of funds (see instructions) PF
(5)		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
(6)		Citizenship or place of organization United States

CUSIP No. 80359A106


(1)		Names of reporting persons Julie Wolff
(2)		Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
(3)		SEC use only
(4)		Source of funds (see instructions) PF
(5)		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
(6)		Citizenship or place of organization United States

EXPLANATORY NOTE

This Schedule 13D/A constitutes Amendment No. 1 (“Amendment No. 1”) to and amends and supplements the prior statement on Schedule 13D (the “Schedule 13D”) as filed on September 24, 2021 relating to the shares of common stock, par value $0.0001 per share (the “Common Stock”) of Sarcos Technology and Robotics Corporation f/k/a Rotor Acquisition Corp. (the “Issuer”). Capitalized terms used but not defined in this Amendment No. 1 shall have the same meanings ascribed to them in the Scheduled 13D.

Item 2.

IDENTITY AND BACKGROUND

Item 2 of the Schedule 13D is hereby amended and supplemented as follows:

(a) – (c) and (f)

Mr. Wolff is the Executive Chairman of the Issuer.

Item 4.

PURPOSE OF TRANSACTION

Item 4 of the Schedule 13D is hereby amended and supplemented as follows:

Mr. Wolff is the Executive Chairman of the Issuer.

Item 5.

INTEREST IN SECURITIES OF THE ISSUER

Item 5 of the Schedule 13D is hereby amended and supplemented as follows:

The information set forth on the cover pages and in Item 3 of this Statement are incorporated into this Item 5(a)-(b) by reference.

(a)-(b)

As of the date of this Schedule, the Reporting Persons beneficially own an aggregate of 15,345,480 shares of Common Stock, or 10.7% of the Issuer’s outstanding shares of Common Stock, consisting of:

•

9,798,714 shares of Common Stock held by MLC;

•

5,129,222 shares of Common Stock held by Mr. Wolff;

•

141,053 shares of Common Stock underlying options held by Mrs. Wolff scheduled to vest within 60 days of February 15, 2022; and

•

276,491 shares of Common Stock underlying restricted stock units held by Mr. Wolff scheduled to vest within 60 days of February 15, 2022.

Mr. Wolff has sole voting and dispositive power over 5,405,713 shares of Common Stock, which consist of (a) 5,129,222 shares of Common Stock subject to a New Sarcos RSA and (b) 276,491 shares of Common Stock underlying New Sarcos RSUs which have vested or will vest within 60 days of February 15, 2022.

Mrs. Wolff has sole voting and dispositive power over 141,053 shares of Common Stock, which consists of shares issuable upon exercise of New Sarcos Options within 60 days of February 15, 2022.

Mr. Wolff and Mrs. Wolff share voting and dispositive power over the 9,798,714 shares of Common Stock held by MLC.

On March 11, 2022, MLC transferred 4,800,000 shares of Common Stock to Mr. Wolff and Mrs. Wolff as members of MLC for no consideration. Subsequently, on March 11, 2022, Mr. Wolff and Mrs. Wolff transferred the shares they received from MLC to three trusts created for estate planning purposes. Specifically, Mr. Wolff and Mrs. Wolff transferred 1,600,000 shares of Common Stock to each of Mare’s Leg Trust, WXW Trust and Corrival Trust (each, a “Trust” and collectively, the “Trusts” and such shares, the “Transfer Shares”), as a gift for no consideration for estate planning purposes. The trustee of each Trust is Willow Street Trust Company of Wyoming, LLC (the “Trustee”) and the beneficiaries of each Trust are Mr. Wolff and Mrs. Wolff together with their family. The transferees in each case constitute a Permitted Transferee under the Lock-up Agreements and the Issuer’s Amended and Restated Bylaws.

The beneficial ownership percentages used in this Schedule are calculated based on the sum of (i) 142,901,760 shares outstanding as of February 15, 2022, (ii) 141,053 shares of Common Stock issuable upon exercise of New Sarcos Options held by Julie Wolff within 60 days of February 15, 2022, and (iii) 276,491 shares of Common Stock underlying New Sarcos RSUs held by Benjamin Wolff which have vested or will vest within 60 days of February 15, 2022.

(c) Except as described in Items 3 and 4 of this Schedule, which descriptions are incorporated herein by reference, the Reporting Persons have not effected any transactions in the Common Stock during the past 60 days.

(d) Except as disclosed in Item 2, no person is known to the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any securities covered by this Schedule.

(e) Not Applicable.

Item 6.

CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

Item 6 of the Schedule 13D is hereby amended and supplemented as follows:

The information set forth in Items 2, 3, 4 and 5 of this Schedule is incorporated by reference in its entirety into this Item 6.

Pursuant to lock-up agreements (each, a “Lock-up Agreement”) entered into by each of Mr. Wolff and Mrs. Wolff and the Issuer, and the Issuer’s Amended and Restated Bylaws, Mr. Wolff and Mrs. Wolff are subject to the following transfer restrictions:

•

With respect to 16,462,378 shares of Common Stock (including shares underlying New Sarcos RSUs and issuable upon exercise of New Sarcos Options), that (1) 151,245 of such shares may not be transferred until the earlier to occur of (a) 120 days after Closing if the stock price of the Common Stock exceeds $13.00 for 20 trading days in any 30 consecutive trading day period, and (b) 6 months after Closing; and (2) the remaining 16,311,133 shares can be transferred upon the earlier of (A) delivery of at least twenty Guardian XO and/or Guardian XT commercial units to customers of the Constituent Corporations (as defined in the Merger Agreement) (but in no event prior to the close of business on the one year anniversary of the Closing) and (B) the close of business on the second anniversary of the Closing.

The foregoing description of the Lock-up Agreements and the Amended and Restated Bylaws of the Issuer does not purport to be complete and is qualified in its entirety by the terms and conditions thereof. The Issuer’s Amended and Restated Bylaws and the form of Lock-up Agreement are attached hereto as Exhibit 3 and Exhibit 4, r espectively, and are incorporated herein by reference.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: March 14, 2022


Benjamin G. Wolff

By:		/s/ Benjamin G. Wolff
Name:		Benjamin G. Wolff

Date: March 14, 2022


Julie Wolff

By:		/s/ Julie Wolff
Name:		Julie Wolff

Number of

shares

beneficially

owned by

each

reporting

person

with:

Sole voting power

5,405,713 (see item 5(b) below)

Shared voting power

9,798,714 (see item 5(b) below)

Sole dispositive power

5,405,713 (see item 5(b) below)

Shared dispositive power

9,798,714 (see item 5(b) below)