Sec Form 3 Filing - Cohen Richard B @ Symbotic Inc. - 2022-06-07

Insider filing report for Changes in Beneficial Ownership
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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
Cohen Richard B
2. Issuer Name and Ticker or Trading Symbol
Symbotic Inc. [ SYM]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
See Remarks
(Last) (First) (Middle)
C/O SYMBOTIC INC., 200 RESEARCH DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
06/07/2022
(Street)
WILMINGTON, MA01887
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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
Class V-3 Common Stock( 1 )( 2 ) 0( 1 ) I( 1 ) See Footnote( 1 )
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
Symbotic Holdings Units( 1 )( 2 ) ( 1 ) ( 1 ) ( 1 ) Class A Common Stock ( 1 ) I( 1 ) See Footnote( 1 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Cohen Richard B
C/O SYMBOTIC INC., 200 RESEARCH DRIVE
WILMINGTON, MA01887
X X See Remarks
RBC 2021 4 Year GRAT
C/O SYMBOTIC INC., 200 RESEARCH DRIVE
WILMINGTON, MA01887
X
RJJRP Holdings, Inc.
C/O SYMBOTIC INC., 200 RESEARCH DRIVE
WILMINGTON, MA01887
X
Signatures
/s/ Corey Dufresne, Attorney-in-Fact for Richard B. Cohen 06/09/2022
Signature of Reporting Person Date
/s/ Corey Dufresne, Attorney-in-Fact for RBC 2021 4 Year GRAT 06/09/2022
Signature of Reporting Person Date
/s/ Corey Dufresne, Attorney-in-Fact for RJJRP Holdings, Inc. 06/09/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents Symbotic Holdings Units received as consideration for limited liability company units of Warehouse Technologies LLC ("Warehouse") in connection with the Agreement and Plan of Merger, dated December 12, 2021, by and among the Issuer, Saturn Acquisition (DE) Corp., Warehouse and Symbotic Holdings LLC ("Symbotic Holdings"), as described in the Issuer's final prospectus filed with the Securities and Exchange Commission on June 1, 2022. Certain of the Reporting Persons received Symbotic Holdings Units in connection with the closing of such business combination, which acquisitions will be reported separately on a Form 4 on the date hereof.
( 2 )The term "Symbotic Holdings Units" is used herein to represent limited liability company units of Symbotic Holdings and an equal number of paired shares of Class V-3 Common Stock of the Issuer, which, pursuant to the limited liability company agreement of Symbotic Holdings, are together redeemable by the holder on a one-for-one basis for a share of Class A Common Stock of the Issuer, subject to conversion rate adjustments for stock splits, stock dividends, reclassification and other similar transactions. Upon redemption, the Issuer will cancel the Symbotic Holdings Units and cancel and retire for no consideration the redeemed shares of Class V-3 Common Stock. Shares of Class V-3 Common Stock of the Issuer have no economic rights and each share of Class V-3 Common Stock entitles its holder to 3 votes per share.

Remarks:
Board Chair, President and Chief Product OfficerExhibit Lists:Exhibit 24.1- Power of Attorney for Richard B. Cohen.Exhibit 24.2- Power of Attorney for RBC 2021 4 Year GRAT.Exhibit 24.3- Power of Attorney for RJJRP Holdings, Inc.

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