Sec Form 4 Filing - Cohen Richard B @ Symbotic Inc. - 2022-06-07

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 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 ) 06/07/2022 A( 1 ) 71,549,600 A 71,549,600( 3 )( 4 ) I By RJJRP Holdings, Inc.( 5 ) Class V-3 Common Stock( 1 )( 2 ) 06/07/2022 D( 3 ) 30,000,000 D 41,549,600( 3 )( 4 ) I By RJJRP Holdings, Inc.( 5 ) Class V-3 Common Stock( 1 )( 2 ) 06/07/2022 A( 1 ) 163,355,074 A 163,355,074 I By the RBC 2021 4 Year GRAT( 6 ) Class V-3 Common Stock( 1 )( 2 ) 06/07/2022 A( 1 ) 4,971,224 A 4,971,224 I By the Richard B. Cohen Revocable Trust( 6 ) Class V-3 Common Stock( 1 )( 2 ) 06/07/2022 A( 1 ) 175,402,713 A 175,402,713 I By Spouse( 7 )

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 ) ( 2 ) 06/07/2022 A( 1 ) 71,549,600 ( 2 ) ( 2 ) Class A Common Stock 71,549,600 ( 1 ) 71,549,600( 3 )( 4 ) I By RJJRP Holdings, Inc.( 5 ) Symbotic Holdings Units( 1 )( 2 ) ( 2 ) 06/07/2022 D( 3 ) 30,000,000 ( 2 ) ( 2 ) Class A Common Stock 30,000,000 $ 10 41,549,600( 3 )( 4 ) I By RJJRP Holdings, Inc.( 5 ) Symbotic Holdings Units( 1 )( 2 ) ( 2 ) 06/07/2022 A( 1 ) 163,355,074 ( 2 ) ( 2 ) Class A Common Stock 163,355,074 ( 1 ) 163,355,074 I By the RBC 2021 4 Year GRAT( 6 ) Symbotic Holdings Units( 1 )( 2 ) ( 2 ) 06/07/2022 A( 1 ) 4,971,224 ( 2 ) ( 2 ) Class A Common Stock 4,971,224 ( 1 ) 4,971,224 I By the Richard B. Cohen Revocable Trust( 6 ) Symbotic Holdings Units( 1 )( 2 ) ( 2 ) 06/07/2022 A( 1 ) 175,402,713 ( 2 ) ( 2 ) Class A Common Stock 175,402,713 ( 1 ) 175,402,713 I By Spouse( 7 )

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 connecti on 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. ( 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. ( 3 )In connection with the business combination, 30,000,000 Symbotic Holdings Units held by RJJRP Holdings, Inc. were sold to the Issuer pursuant to a Unit Purchase Agreement, dated December 12, 2021 (the "Unit Purchase"). Concurrently, an equal number of shares of Class V-3 Common Stock were transferred by RJJRP Holdings, Inc. to the Issuer and subsequently cancelled. ( 4 )Following the consummation of the business combination and the Unit Purchase, RJJRP Holdings, Inc. will be the direct owner of 41,549,600 Symbotic Holdings Units. ( 5 )Richard B. Cohen may be considered the beneficial owner of 41,549,600 Symbotic Holdings Units held directly by RJJRP Holdings, Inc. ("RJJRP"), of which he is the President and Chief Executive Officer, by virtue of his ownership of 100% of the voting securities of RJJRP. Mr. Cohen disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. ( 6 )Richard B. Cohen may be considered the beneficial owner of 163,355,074 Symbotic Holdings Units held directly by the RBC 2021 4 Year GRAT and 4,971,224 Symbotic Holding Units held directly by the Richard B. Cohen Revocable Trust, both of which are trusts for which Mr. Cohen is trustee and to which Mr. Cohen is the sole beneficiary. Mr. Cohen disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. ( 7 )Richard B. Cohen may be considered to have an indirect pecuniary interest in 161,544,569 Symbotic Holdings Units held directly by the RBC Millennium Trust and 13,858,144 Symbotic Holdings Units held by the Jill Cohen Mill Trust (together the "Spousal Shares") in which Mr. Cohen's spouse acts as trustee and to which members of Mr. Cohen's immediate family have a pecuniary interest. Richard B. Cohen does not have voting or investment control over the Spousal Shares and disclaims beneficial ownership of the Spousal Shares except to the extent that Mr. Cohen may be considered to have an indirect pecuniary interest therein. This report shall not be deemed an admission that the Reporting Persons are the beneficial owners of the Spousal Shares for purposes of Section 16 or for any other purpose.

Remarks: Board Chair, President and Chief Product Officer

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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