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. 2)*
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 23, 2023
(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
168,051,106 (1) | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
168,051,106 (1) | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
168,051,106 (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)
67.6% (2) | |||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN | |||||
| (1) | Consists of (i) 153,647,127 shares of Class V-3 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 545,835 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 248,704,218 shares of Class A common stock outstanding (which reflects the sum of (x) 80,653,112 shares of Class A common stock outstanding as of July 24, 2023 and (y) 168,051,106 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 555,847,570 shares of the Issuer’s common stock outstanding as of July 24, 2023 (including (i) 80,653,112 shares of Class A common stock, (ii) 67,665,517 shares of Class V-1 common stock, and (iii) 407,528,941 shares of Class V-3 common stock), the Reporting Person beneficially owns 30.2% 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 24, 2023. |
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
153,647,127 (1) | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
153,647,127 (1) | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
153,647,127 (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)
65.6% (2) | |||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO | |||||
| (1) | Consists of 153,647,127 shares of Class V-3 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). |
| (2) | The percent of class assumes conversion of all of the Reporting Person’s Class V-3 common stock into Class A common stock, resulting in a total of 234,300,239 shares of Class A common stock outstanding (which reflects the sum of (x) 80,653,112 shares of Class A common stock outstanding as of July 24, 2023 and (y) 153,647,127 shares of Class A common stock issuable on conversion of the Reporting Person’s Class V-3 common stock). Based on the total of 555,847,570 shares of the Issuer’s common stock outstanding as of July 24, 2023 (including (i) 80,653,112 shares of Class A common stock, (ii) 67,665,517 shares of Class V-1 common stock, and (iii) 407,528,941 shares of Class V-3 common stock), the Reporting Person beneficially owns 27.6% 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 24, 2023. |
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
14,403,979 (1) | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
14,403,979 (1) | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,403,979 (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)
15.2% (2) | |||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN | |||||
| (1) | Consists of 13,858,144 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. 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 95,057,091 shares of Class A common stock outstanding (which reflects the sum of (x) 80,653,112 shares of Class A common stock outstanding as of July 24, 2023 and (y) 14,403,979 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 555,847,570 shares of the Issuer’s common stock outstanding as of July 24, 2023 (including (i) 80,653,112 shares of Class A common stock, (ii) 67,665,517 shares of Class V-1 common stock, and (iii) 407,528,941 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 24, 2023. |
Explanatory Note
This Amendment No. 2 (this “Schedule 13D Amendment”) to the Schedule 13D originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 17, 2022, as amended by Amendment No. 1 to the Schedule 13D filed on July 21, 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.
Redemption of OpCo Units and Stock Purchase Agreement
On July 24, 2023 and following delivery of a Notice of Redemption (as defined below) to Symbotic Holdings, 14,260,250 shares of Class A Common Stock reported herein were issued upon redemption of 14,260,250 OpCo Units by The RBC Millennium Trust and subsequently sold to SVF II Strategic Investments AIV LLC (“SVF II”) on July 25, 2023 for an aggregate purchase price of $400,000,000 pursuant to the Stock Purchase Agreement (as defined below). 7,897,442 shares of Class V-3 common stock, par value $0.0001 per share (the “Class V-3 Common Stock”), and 6,362,808 shares of Class V-1 common stock, par value $0.0001 per share (the “Class V-1 Common Stock”), reported herein, equal to the aggregate number of the redeemed OpCo Units, were transferred to the Issuer and cancelled and retired by the Issuer upon such redemption. Janet L. Cohen may be treated as indirectly beneficially owning OpCo Units redeemed, the shares of Class A Common Stock sold and the shares of Class V-3 Common Stock and shares of Class V-1 Common Stock cancelled and retired.
The Stock Purchase Agreement is summarized below in Item 6 which summary is hereby incorporated by reference into this Item 3.
Triggering Event III
On August 2, 2022, Triggering Event III (as defined in the Merger Agreement) occurred, which entitled the Reporting Persons to receive, in the aggregate, 2,302,881 Earnout Interests, and the Issuer issued 2,302,881 shares of Class V-1 Common Stock and Symbotic Holdings issued 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 III.
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 167,505,271 shares of Class V-3 Common Stock and 545,835 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 Act, the Reporting Persons may be deemed to be in the aggregate the beneficial owners of 67.6% 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, as applicable, into shares of Class A Common Stock, resulting in a total of (i) 248,704,218 shares of Class A Common Stock outstanding (which reflects the sum of (x) 80,653,112 shares of Class A Common Stock outstanding as of July 24, 2023 and (y) 168,051,106 shares of Class A Common Stock issuable on conve rsion of the Reporting Person’s Class V-3 Common Stock and Class V-1 Common Stock, as applicable). Based on the total of 555,847,570 shares of the Issuer’s common stock outstanding as of July 24, 2023 (including (i) 80,653,112 shares of Class A Common Stock, (ii) 67,665,517 shares of Class V-1 Common Stock, and (iii) 407,528,941 shares of Class V-3 Common Stock), the Reporting Persons collectively beneficially own in the aggregate 30.2% 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 24, 2023. |
The RBC Millennium Trust is the record holder of 153,647,127 shares 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. Since the most recent filing on Schedule 13D by the Reporting Persons prior to this Schedule 13D Amendment, Triggering Event III occurred, following which the Issuer issued 2,120,936 shares of Class V-1 Common Stock and Symbotic Holdings issued the equivalent number of OpCo Units to The RBC Millennium Trust. These shares are included in the Reporting Person’s aggregate interests reported on this Schedule 13D Amendment. On July 23, 2023, The RBC Millennium Trust entered into the Stock Purchase Agreement with, among others, SVF II, pursuant to which 14,260,250 OpCo Units were redeemed by The RBC Millennium Trust for the equivalent number of shares of Class A Common Stock which were sold to SVF II on July 25, 2023 for an aggregate purchase price of $400,000,000. Upon such redemption, 7,897,442 shares of Class V-3 Common Stock and 6,362,808 shares of Class V-1 Common Stock, equal to the aggregate number of the redeemed OpCo Units, were transferred to the Issuer and cancelled and retired by the Issuer. These shares are excluded from the Reporting Person’s aggregate interests reported on this Schedule 13D Amendment.
The Jill Cohen Mill Trust is the record holder of 13,858,144 shares of Class V-3 Common Stock and 545,835 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. Since the most recent filing on Schedule 13D by the Reporting Persons prior to this Schedule 13D Amendment, Triggering Event III occurred, following which the Issuer issued 181,945 shares of Class V-1 Common Stock and Symbotic Holdings issued the equivalent number of OpCo Units to The Jill Cohen Mill Trust. These shares are included in the Reporting Person’s aggregate interests reported on this Schedule 13D Amendment.
| (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. |
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Item 6 of the Schedule 13D is hereby amended to include the following.
Stock Purchase Agreement
Contemporaneously with the Issuer’s entry into that certain Framework Agreement related to the formation of GreenBox Systems LLC as a strategic joint venture between the Issuer, SVF II and certain related parties, on July 23, 2023, SVF II entered into a stock purchase agreement (the “Stock Purchase Agreement”) with the Richard B. Cohen Revocable Trust and The RBC Millennium Trust (together with the Richard B. Cohen Revocable Trust, the “Sellers”) to purchase 17,825,312 shares of Class A Common Stock from Sellers for an aggregate purchase price of $500,000,000.
On July 23, 2023, The RBC Millennium Trust submitted a written notice of redemption (the “Notice of Redemption”) to Symbotic Holdings, to exercise the redemption rights as set forth in the Second A&R LLC Agreement and redeem 14,260,250 OpCo Units held by The RBC Millennium Trust for 14,260,250 shares of Class A Common Stock. The redemption was effectuated on July 24, 2023. Upon effectiveness of the redemption, 7,897,442 shares of the Class V-3 Common Stock and 6,362,808 shares of Class V-1 Common Stock owned by The RBC Millennium Trust, equal to the aggregate number of its redeemed OpCo Units, were transferred to the Issuer and cancelled and retired by the Issuer.
The Stock Purchase Agreement contains customary representations and warranties by SVF II and Sellers. The Stock Purchase Agreement also contains, among other things, customary covenants regarding (i) the effectuation of the redemption of the OpCo Units, (ii) the six-month transfer restriction on the Lock-Up Shares (as defined in the Stock Purchase Agreement) held by the Cohen Group (as defined in the Stock Purchase Agreement), and (iii) the compliance with that certain side letter, dated December 12, 2021, between Walmart Inc. and Richard B. Cohen.
The sale of shares of Class A Common Stock pursuant to the Stock Purchase Agreement closed on July 25, 2023 pursuant to which The RBC Millennium Trust sold the 14,260,250 shares of Class A Common Stock issued in the redemption to SVF II for a purchase price of $400,000,000.
The foregoing description of the Stock Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text thereof, which is filed as Exhibit 99.1 to this Schedule 13D Amendment.
Item 7. Material to be Filed as Exhibits.
| Exhibit No. |
Exhibit Description | |
| 99.1 | Stock Purchase Agreement, dated as of July 23, 2023, by and among The RBC Millennium Trust, the Richard B. Cohen Revocable Trust and SVF II Strategic Investments AIV LLC. | |
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 25, 2023
| 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 | ||