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)*
Symbotic Inc.
(Name of Issuer)
Class A Common Stock, par value $0.0001 per share
(Title of Class of Securities)
87151X101
(CUSIP Number)
Janet L. Cohen
c/o Symbotic Inc.
200 Research Drive
Wilmington, MA 01887
Telephone: (978) 284-2800
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
July 19, 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. 87151X101
| 1 | NAMES OF REPORTING PERSONS
Janet L. Cohen | |||||
| 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)
OO | |||||
| 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 | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
180,008,475 (1) | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
180,008,475 (1) | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
180,008,475 (1) | |||||
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
76.8% (2) | |||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN | |||||
| (1) | Consists of (i) 161,544,569 shares of Class V-3 common stock and 4,241,872 shares of Class V-1 common stock held of record by The RBC Millennium Trust, for which the Reporting Person serves as co-trustee with David A. Ladensohn, and may be deemed to have shared voting and investment power therein and (ii) 13,858,144 shares of Class V-3 common stock and 363,890 shares of Class V-1 common stock held of record by The Jill Cohen Mill Trust, for which the Reporting Person serves as co-trustee with David A. Ladensohn, and may be deemed to have shared voting and investment power therein. Shares of Class V-3 common stock entitles its holders to 3 votes per share and are convertible on a one-for-one basis into shares of Class A common stock of the Issuer at the election of the holder and upon the redemption of an equal number of OpCo Units (as described in Item 3 herein). Shares of Class V-1 common stock entitles its holders to 1 vote per share and are convertible on a one-for-one basis into shares of Class A common stock of the Issuer at the election of the holder and upon the redemption of an equal number of OpCo Units (as described in Item 3 herein). |
| (2) | The percent of class assumes conversion of all of the Reporting Person’s Class V-3 common stock and Class V-1 common stock into Class A common stock, resulting in a total of 234,288,621 shares of Class A common stock outstanding (which reflects the sum of (x) 54,280,146 shares of Class A common stock outstanding as of July 19, 2022 and (y) 180,008,475 shares of Class A common stock issuable on conversion of the Reporting Person’s Class V-3 common stock and Class V-1 common stock). Based on the total of 545,391,078 shares of the Issuer’s common stock outstanding as of July 19, 2022 (including (i) 54,280,146 shares of Class A common stock, (ii) 74,177,907 shares of Class V-1 common stock, and (iii) 416,933,025 shares of Class V-3 common stock), the Reporting Person beneficially owns 33.0% of the Issuer’s total outstanding Class A common stock on a fully diluted basis (assuming conversion of all outstanding shares of Class V-1 common stock and Class V-3 common stock) as of July 19, 2022. |
CUSIP No. 87151X101
| 1 | NAMES OF REPORTING PERSONS
The RBC Millennium Trust | |||||
| 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)
OO | |||||
| 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 | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
165,786,441 (1) | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
165,786,441 (1) | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
165,786,441 (1) | |||||
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
75.3% (2) | |||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO | |||||
| (1) | Consists of 161,544,569 shares of Class V-3 common stock and 4,241,872 shares of Class V-1 common stock held of record by The RBC Millennium Trust. Janet L. Cohen and David A. Ladensohn may be deemed to have shared voting and dispositive power with respect to the shares by virtue of each of their position as co-trustee of The RBC Millennium Trust. Shares of Class V-3 common stock entitles its holders to 3 votes per share and are convertible on a one-for-one basis into shares of Class A common stock of the Issuer at the election of the holder and upon the redemption of an equal number of OpCo Units (as described in Item 3 herein). Shares of Class V-1 common stock entitles its holders to 1 vote per share and are convertible on a one-for-one basis into shares of Class A common stock of the Issuer at the election of the holder and upon the redemption of an equal number of OpCo Units (as described in Item 3 herein). |
| (2) | The percent of class assumes conversion of all of the Reporting Person’s Class V-3 common stock and Class V-1 common stock into Class A common stock, resulting in a total of 220,066,587 shares of Class A common stock outstanding (which reflects the sum of (x) 54,280,146 shares of Class A common stock outstanding as of July 19, 2022 and (y) 165,786,441 shares of Class A common stock issuable on conversion of the Reporting Person’s Class V-3 common stock and Class V-1 common stock). Based on the total of 545,391,078 shares of the Issuer’s common stock outstanding as of July 19, 2022 (including (i) 54,280,146 shares of Class A common stock, (ii) 74,177,907 shares of Class V-1 common stock, and (iii) 416,933,025 shares of Class V-3 common stock), the Reporting Person beneficially owns 30.4% of the Issuer’s total outstanding Class A common stock on a fully diluted basis (assuming conversion of all outstanding shares of Class V-1 common stock and Class V-3 common stock) as of July 19, 2022. |
CUSIP No. 87151X101
| 1 | NAMES OF REPORTING PERSONS
The Jill Cohen Mill Trust | |||||
| 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)
OO | |||||
| 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 | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
14,222,034 (1) | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
14,222,034 (1) | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,222,034 (1) | |||||
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.8% (2) | |||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN | |||||
| (1) | Consists of 13,858,144 shares of Class V-3 common stock and 363,890 shares of Class V-1 common stock held of record by The Jill Cohen Mill Trust. Janet L. Cohen and David A. Ladensohn may be deemed to have shared voting and dispositive power with respect to the shares by virtue of each of their position as co-trustee of The Jill Cohen Mill Trust. Shares of Class V-3 common stock entitles its holders to 3 votes per share and are convertible on a one-for-one basis into shares of Class A common stock of the Issuer at the election of the holder and upon the redemption of an equal number of OpCo Units (as described in Item 3 herein). Shares of Class V-1 common stock entitles its holders to 1 vote per share and are convertible on a one-for-one basis into shares of Class A common stock of the Issuer at the election of the holder and upon the redemption of an equal number of OpCo Units (as described in Item 3 herein). |
| (2) | The percent of class assumes conversion of all of the Reporting Person’s Class V-3 common stock and Class V-1 common stock into Class A common stock, resulting in a total of 68,502,180 shares of Class A common stock outstanding (which reflects the sum of (x) 54,280,146 shares of Class A common stock outstanding as of July 19, 2022 and (y) 14,222,034 shares of Class A common stock issuable on conversion of the Reporting Person’s Class V-3 common stock and Class V-1 common stock). Based on the total of 545,391,078 shares of the Issuer’s common stock outstanding as of July 19, 2022 (including (i) 54,280,146 shares of Class A common stock, (ii) 74,177,907 shares of Class V-1 common stock, and (iii) 416,933,025 shares of Class V-3 common stock), the Reporting Person beneficially owns 2.6% of the Issuer’s total outstanding Class A common stock on a fully diluted basis (assuming conversion of all outstanding shares of Class V-1 common stock and Class V-3 common stock) as of July 19, 2022. |
Explanatory Note
This Amendment No. 1 (this “Schedule 13D Amendment”) to the Schedule 13D filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 17, 2022 (as amended by this Schedule 13D Amendment, the “Schedule 13D”), is being filed on behalf of (i) Janet L. Cohen, (ii) The RBC Millennium Trust and (iii) the Jill Cohen Mill Trust (collectively, the “Reporting Persons”), with respect to the shares of Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), of Symbotic Inc., a Delaware corporation (the “Issuer”).
Other than as set forth below, all Items in the Schedule 13D are materially unchanged. Capitalized terms used in this Schedule 13D Amendment which are not defined herein have the meanings given to them in the Schedule 13D.
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 of the Schedule 13D is hereby amended to include the following.
Triggering Events I and II
On July 13, 2022, Triggering Event I (as defined in the Merger Agreement) occurred, which entitled the Reporting Persons to receive, in the aggregate, 2,302,881 Earnout Interests. On July 18, 2022, Triggering Event II (as defined in the Merger Agreement) occurred, which entitled the Reporting Persons to receive, in the aggregate, 2,302,881 Earnout Interests. On July 19, 2022, the Issuer issued 4,605,762 shares of Class V-1 common stock and the equivalent number of OpCo Units to the Reporting Persons in satisfaction of the Earnout Interests earned by the Reporting Persons in connection with Triggering Event I and Triggering Event II. Shares of Class V-1 common stock entitles its holders to 1 vote per share and are convertible on a one-for-one basis into shares of Class A common stock of the Issuer at the election of the holder and upon the redemption of an equal number of OpCo Units.
| Item 5. | Interest in Securities of the Issuer. |
Item 5 of Schedule 13D is hereby amended and restated as follows:
The responses of the Reporting Persons to rows (7) through (13) of the cover pages and Items 2, 3, 4 and 6 of this Schedule 13D are incorporated into this Item 5 by reference.
| (a)-(b) | The Reporting Persons are in the aggregate beneficial owners of 175,402,713 shares of Class V-3 Common Stock and 4,605,762 shares of Class V-1 Common Stock, each of which are convertible on a one-for-one basis into shares of Class A Common Stock at the election of the holder and upon the redemption of an equal number of OpCo Units (as described in Item 3 herein). Pursuant to Rule 13d-3 of the Exchange Act, the Reporting Persons may be deemed to be in the aggregate the beneficial owners of 76.8% of the Class A Common Stock, calculated based on the percent of Class A Common Stock the Reporting Persons would hold in the aggregate assuming the conversion of all of each Reporting Person’s collective shares of Class V-3 Common Stock and Class V-1 Common Stock into shares of Class A Common Stock, resulting in a total of (i) 234,288,621 shares of Class A Common Stock outstanding (which reflects the sum of (x) 54,280,146 shares of Class A Common Stock outstanding as of July 19, 2022 and (y) 180,008,475 shares of Class A Common Stock issuable on conversion of the Reporting Person’s Class V-3 Common Stock and Class V-1 Common Stock). Based on the total of 545,391,078 shares of the Issuer’s common stock outstanding as of July 19, 2022 (including (i) 54,280,146 shares of Class A Common Stock, (ii) 74,177,907 shares of Class V-1 Common Stock, and (iii) 416,933,025 shares of Class V-3 Common Stock), the Reporting Persons collectively beneficially own in the aggregate 33.0% of the Issuer’s total outstanding Class A Common Stock on a fully diluted basis (assuming conversion of all outstanding shares of Class V-1 common stock and Class V-3 common stock) as of July 19, 2022.
The RBC Millennium Trust is the record holder of 161,544,569 shares of Class V-3 Common Stock and 4,241,872 s hares of Class V-3 Common Stock. Janet L. Cohen may be deemed to beneficially own the securities of the Issuer held directly by The RBC Millennium Trust by virtue of her role as co-trustee along with David A. Ladensohn. | |
| The Jill Cohen Mill Trust is the record holder of 13,858,144 shares of Class V-3 Common Stock and 363,890 shares of Class V-1 Common Stock. Janet L. Cohen may be deemed to beneficially own the securities of the Issuer held directly by The Jill Cohen Mill Trust by virtue of her role as co-trustee along with David A. Ladensohn. | ||
| (c) | Except for the transactions described in Item 3, Item 4 and Item 6 of this Schedule 13D, which are incorporated into this Item 5(c) by reference, none of the Reporting Persons has effected any transactions in the Issuer’s common stock during the past 60 days. | |
| (d) | Except as disclosed in this Schedule 13D and Exhibit 2, to the knowledge of the Reporting Persons, no other 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, the securities covered by this statement on Schedule 13D. | |
| (e) | Not applicable. | |
SIGNATURES
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.
Dated: July 21, 2022
| JANET L. COHEN | ||||
| By: | /s/ Janet L. Cohen | |||
| Name: | Janet L. Cohen | |||
| Title: | Janet L. Cohen, Individually | |||
| THE RBC MILLENNIUM TRUST | ||||
| By: | /s/ Janet L. Cohen | |||
| Name: | Janet L. Cohen | |||
| Title: | Co-Trustee | |||
| By: | /s/ David A. Ladensohn | |||
| Name: | David A. Ladensohn | |||
| Title: | Co-Trustee | |||
| THE JILL COHEN MILL TRUST | ||||
| By: | /s/ Janet L. Cohen | |||
| Name: | Janet L. Cohen | |||
| Title: | Co-Trustee | |||
| By: | /s/ David A. Ladensohn | |||
| Name: | David A. Ladensohn | |||
| Title: | Co-Trustee | |||