Sec Form 4 Filing - Ladensohn David A @ Symbotic Inc. - 2023-07-24

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
Ladensohn David A
2. Issuer Name and Ticker or Trading Symbol
Symbotic Inc. [ SYM]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 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)
07/24/2023
(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 V-1 Common Stock ( 2 ) ( 3 ) 07/24/2023 J( 1 )( 2 )( 3 ) 6,362,808 D 1,534,149 ( 4 ) ( 5 ) I As Trustee for securities held by Trust ( 4 ) ( 5 ) ( 9 )
Class V-3 Common Stock ( 2 ) ( 3 ) 07/24/2023 J( 1 )( 2 )( 3 ) 7,897,442 D 192,597,449 ( 4 ) ( 5 ) I As Trustee for securities held by Trust ( 4 ) ( 5 ) ( 9 )
Class A Common Stock 07/24/2023 J( 1 )( 2 )( 3 ) 14,260,250 A 14,260,250 ( 4 ) I As Trustee for securities held by Trust ( 4 ) ( 5 ) ( 9 )
Class A Common Stock 07/25/2023 S( 1 ) 14,260,250 D $ 28.05 0 ( 4 ) ( 5 ) I As Trustee for securities held by Trust ( 4 ) ( 5 ) ( 9 )
Class A Common Stock 25,000 I By Spouse ( 6 )
Class A Common Stock 5,100 I By Trust ( 7 )
Class A Common Stock 50,000 I By Ladensohn Family Investments, Ltd. ( 8 )
Class A Common Stock 25,000 I By David A. Ladensohn Roth IRA
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 ( 2 ) ( 3 ) ( 2 ) ( 3 ) 07/24/2023 J( 1 )( 2 )( 3 ) 14,260,250 ( 2 )( 3 ) ( 2 )( 3 ) Class A Common Stock 14,260,250 ( 2 ) ( 3 ) 194,131,598 ( 4 ) ( 5 ) I As Trustee for securities held by Trust ( 4 ) ( 5 ) ( 9 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Ladensohn David A
C/O SYMBOTIC INC., 200 RESEARCH DRIVE
WILMINGTON, MA01887
X
Signatures
/s/ Corey Dufresne, Attorney-in-Fact 07/27/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On July 25, 2023, The RBC Millennium Trust sold 14,260,250 shares of Class A Common Stock (the "Stock Sale") for an aggregate purchase price of $400,000,000. In anticipation of the Stock Sale, on July 24, 2023, The RBC Millennium Trust redeemed 14,260,250 Symbotic Holdings Units in exchange for an equal number of shares of Class A Common Stock (the "Redemption"). In connection with the Redemption, Symbotic Holdings LLC ("Symbotic Holdings") cancelled the Symbotic Holdings Units and the Issuer cancelled and retired for no consideration the redeemed 6,362,808 shares of Class V-1 Common Stock and 7,897,442 shares of Class V-3 Common Stock.
( 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-1 Common Stock or 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, and in accordance with other terms and conditions set forth in Symbotic Holdings' Second Amended and Restated Limited Liability Company Agreement, dated as of June 7, 2022. Upon redemption, the Issuer will cancel the Symbotic Holdings Units and retire for no consideration the redeemed shares of Class V-1 Common Stock or Class V-3 Common Stock, as applicable.
( 3 )(Continued from Footnote 2) 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. 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.
( 4 )Following the Stock Sale and the Redemption, David A. Ladensohn may be considered the beneficial owner of (i) 153,647,127 shares of Class V-3 Common Stock held of record by The RBC Millennium Trust, for which the Reporting Person serves as co-trustee with Janet L. Cohen, and may be deemed to have shared voting and investment power therein, (ii) 13,858,144 shares of Class V-3 Common Stock and 545,835 shares of Class V-1 Common Stock held of record by The Jill Cohen Mill Trust, for which the Reporting Person serves as co-trustee with Janet L. Cohen, and may be deemed to have shared voting and investment power therein, (iii) 12,477,024 shares of Class V-3 Common Stock and 491,436 shares of Class V-1 Common Stock held of record by The 2014 QSST F/B/O Perry Cohen,
( 5 )(Continued from Footnote 4) for which the Reporting Person serves as trustee, (iv) 12,615,154 shares of Class V-3 Common Stock and 496,878 shares of Class V-1 Common Stock held of record by The 2014 QSST F/B/O Rachel Cohen Kanter, for which the Reporting Person serves as trustee and, in each case, an equal number of the paired Symbotic Holdings Units.
( 6 )The Reporting Person may be considered to have an indirect pecuniary interest in 25,000 shares of Class A Common Stock held by the Alice C. Panitz Residuary Trust (the "Spousal Shares"), in which the Reporting Person's spouse has a pecuniary interest. The Reporting Person does not have voting or investment control over the shares and disclaims beneficial ownership of the shares held by the Alice C. Panitz Residuary Trust except to the extent that the Reporting Person may be considered to have an indirect pecuniary interest therein. The filing of this Form 4 shall not be deemed an admission that the Reporting Person is the beneficial owner of the Spousal Shares for purposes of Section 16 of the Exchange Act or for any other purpose.
( 7 )The Reporting Person may be considered the beneficial owner of 5,100 shares of Class A Common Stock held by the Eliza Ladensohn New Hampshire Trust, for which the Reporting Person acts as trustee and members of the Reporting Person's immediate family have a pecuniary interest therein. The Reporting Person disclaims beneficial ownersh ip of such securities except for his pecuniary interests therein.
( 8 )The Reporting Person may be considered the beneficial owner of 50,000 shares of Class A Common Stock held directly by Ladensohn Family Investments, Ltd., of which he is one of the general partners. The Reporting Person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
( 9 )The Reporting Person specifically disclaims beneficial ownership of the securities reported herein except to the extent of his or her pecuniary interest therein, if any. The filing of this Form 4 shall not be deemed an admission that the Reporting Person is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any securities reported herein.

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