Sec Form 4 Filing - Ford Rollin L. @ Symbotic Inc. - 2022-06-07

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
Ford Rollin L.
2. Issuer Name and Ticker or Trading Symbol
Symbotic Inc. [ SYM]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(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)
__ 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
Class A Common Stock 06/07/2022 A( 1 ) 30,000 A $ 10 30,000 I By Spouse( 2 )
Class V-1 Common Stock( 3 )( 4 ) 06/07/2022 A( 3 ) 1,181,400 A 1,181,400 I By Spouse( 5 )
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( 3 )( 4 ) ( 4 ) 06/07/2022 A 1,181,400 ( 4 ) ( 4 ) Class A Common Stock 1,181,400( 4 ) ( 3 )( 4 ) 1,181,400 I By Spouse( 5 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Ford Rollin L.
C/O SYMBOTIC INC., 200 RESEARCH DRIVE
WILMINGTON, MA01887
X
Signatures
/s/ Corey Dufresne, Attorney-in-Fact 06/09/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Acquired pursuant to a Subscription Agreement, dated December 12, 2021, between the Issuer and RLF 2020 Gift Trust.
( 2 )Rollin Ford may be considered to have an indirect pecuniary interest in 30,000 shares of Class A Common Stock held directly by the RLF 2020 Gift Trust, in which Mr. Ford's wife acts as trustee and to which Mr. Ford's immediate family have a pecuniary interest. Rollin Ford does not have voting or investment control over the shares and disclaims beneficial ownership of the shares held by the RLF 2020 Gift Trust except to the extent that Mr. Ford may be considered to have an indirect pecuniary interest therein. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of the shares held by the RLF 2020 Gift Trust for purposes of Section 16 or for any other purpose.
( 3 )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.
( 4 )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-1 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-1 Common Stock. Shares of Class V-1 Common Stock of the Issuer have no economic rights and each share of Class V-1 Common Stock entitles its holder to 1 vote per share.
( 5 )Rollin Ford may be considered to have an indirect pecuniary interest in 393,800 Symbotic Holdings Units held by the Audrey Exempt Trust, u/a, 393,800 Symbotic Holdings Units held by the Jessica Exempt Trust, u/a, and 393,800 Symbotic Holdings Units held by the Paige Exempt Trust, u/a (collectively the "Trust Shares"), each of which has Mr. Ford's spouse as a Trustee and to which members of Mr. Ford's immediate family have a pecuniary interest. Rollin Ford does not have voting or investment control over the Trust Shares and disclaims beneficial ownership of the Trust Shares except to the extent that Mr. Ford may be considered to have an indirect pecuniary interest therein. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of the Trust Shares for purposes of Section 16 or for any other purpose.

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