Sec Form 3 Filing - Martindale Kristi @ Sarcos Technology & Robotics Corp - 2021-09-24

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 Martindale Kristi 2. Issuer Name and Ticker or Trading Symbol Sarcos Technology & Robotics Corp [ STRC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP, Ch. Product & Market Off (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 91,028 ( 1 ) ( 2 ) ( 3 ) ( 4 ) D

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 Stock Option (right to buy) $ 0.42 ( 5 ) 10/23/2026 Common Stock 153,876 D Stock Option (right to buy) $ 1.07 ( 6 ) 08/08/2028 Common Stock 76,938 D Stock Option (right to buy) $ 1.24 ( 7 ) 03/05/2030 Common Stock 51,292 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Martindale Kristi C/O SARCOS TECHNOLOGY AND ROBOTICS CORP 360 WAKARA WAY SALT LAKE CITY, UT84108 EVP, Ch. Product & Market Off Signatures /s/ Julie Wolff, Attorney-in-fact on behalf of Kristi Martindale 09/24/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reflects shares of common stock, of Sarcos Technology and Robotics Corporation ("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., and 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 restricted stock units ("RSU"), each RSU representing the right to receive one share of common stock of Sarcos, (i) 25,646 of which will vest upon satisfaction of two conditions while the reporting person remains an employee or provider of services to the Issuer: (A) a time and service requirement satisfied as to 1/4 of the RSUs on March 6, 2021 and thereafter 1/36 of the RSUs on each monthly vesting date following the vesting commencement date; and (B) a liquidity event requirement satisfied on the earliest to occur of the twelve months following the closing of an IPO of the Issuer's equity securities pursuant to an effective registration statement, immediately prior to a change in control transaction or immediately prior to an acquisition of the common stock of the company and (continued in footnote 4) ( 4 )(ii) 65,382 of which will vest upon satisfaction of a liquidity event requirement satisfied on the earliest to occur of the twelve months following the closing of an IPO of the Issuer's equity securities pursuant to an effective registration statement, immediately prior to a change in control transaction or immediately prior to an acquisition of the common stock of the company. The Issuer's Board of Directors has waived the deemed the liquidity event requirement conditions satisfied effective as of the of the Business Combination. ( 5 )1/4 of the shares subject to the option vested on November 14, 2017 and 1/48 of the shares subject to the option vest monthly thereafter. ( 6 )1/4 of the shares subject to the option vested on August 9, 2019 and 1/48 of the shares subject to the option vest monthly thereafter. ( 7 )1/4 of the shares subject to the option vested on March 6, 2021 and 1/48 of the shares subject to the option vest monthly thereafter.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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