Sec Form 4 Filing - Wolff Benjamin G @ Sarcos Technology & Robotics Corp - 2021-09-24

Insider filing report for Changes in Beneficial Ownership
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FORM 4
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
Wolff Benjamin G
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
X __ Officer (give title below) _____ Other (specify below)
President & CEO
(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 09/24/2021 A 50,000 ( 1 ) A $ 10 14,598,714 I See footnote ( 1 )
Common Stock 5,416,427 ( 2 ) 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Wolff Benjamin G
C/O SARCOS TECHNOLOGY AND ROBOTICS CORP
360 WAKARA WAY
SALT LAKE CITY, UT84108
X X President & CEO
Signatures
/s/ Julie Wolff, Attorney-in-fact on behalf of Benjamin G. Wolff 09/24/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On April 5, 2021, the issuer entered into subscription agreements with certain investors (the PIPE Investors) pursuant to which the PIPE Investors agreed to purchase shares of the common stock of the issuer for $10.00 per share in connection with, and conditioned upon, the substantially concurrent consummation of certain transactions, including 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 Business Combination). As one of the PIPE Investors, on September 24, 2021, Mares Leg Capital, LLC (Mares Leg) acquired 50,000 shares of the common stock of the issuer for $10.00 per share. Mares Leg is an entity wholly owned by Mr. Wolff and his spouse Julie Wolff.
( 2 )Includes 287,205 restricted stock units ("RSU"), each RSU representing the right to receive one share of common stock of the issuer.

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