Sec Form 3 Filing - SVF II Strategic Investments AIV LLC @ Symbotic Inc. - 2023-07-23

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
SVF II Strategic Investments AIV LLC
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)
300 EL CAMINO REAL
3. Date of Earliest Transaction (MM/DD/YY)
07/23/2023
(Street)
MENLO PARK, CA94025
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 A Common Stock 17,825,312 I By SVF II Strategic Investments AIV LLC ( 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
Common Stock Warrants (right to buy) $ 41.9719 ( 2 ) ( 3 ) Class A Common Stock 11,434,360 I By Sunlight Investment Corp. ( 1 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SVF II Strategic Investments AIV LLC
300 EL CAMINO REAL
MENLO PARK, CA94025
X
Sunlight Investment Corp.
300 EL CAMINO REAL
MENLO PARK, CA94025
X
Signatures
SVF II Strategic Investments AIV LLC, By: Stephen Lam, as Director 08/02/2023
Signature of Reporting Person Date
Sunlight Investment Corp., By: Stephen Lam, as Director 08/02/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )SoftBank Group Corp. is the parent company of SVF II Strategic Investments AIV LLC, which is the sole stockholder of Sunlight Investment Corp. As a result of these relationships, each of the foregoing entities may be deemed to share beneficial ownership of the securities reported herein. Each reporting owner disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest in such securities.
( 2 )Exercise of the warrants is subject to certain conditions set forth in the warrant, including the satisfaction of certain funding obligations pursuant to that certain Master Services, License and Equipment Agreement, dated as of July 23, 2023, by and between GreenBox Systems LLC and Symbotic LLC (the "MSLEA").
( 3 )The warrants expire on the later of (i) expiration of the term of the MSLEA and (ii) the date that is the 36-month anniversary of the date on which the warrant vested with respect to the applicable shares. The term of the MSLEA expires on July 23, 2027 unless earlier terminated pursuant to the terms of the MSLEA; provided that the term may be extended by GreenBox Systems LLC until July 23, 2029, subject to certain conditions.

Remarks:
Following the filing of this Form 3, SVF II Strategic Investments AIV LLC and Sunlight Investment Corp. will file Section 16 reports jointly with SoftBank Group Corp., SB Global Advisers Limited, SoftBank Vision Fund II-2 L.P., SVF II Aggregator (Jersey) L.P., SVF II Holdings (DE) LLC, SVF II SPAC Investment 3 (DE) LLC, SB Northstar GP and SB Northstar LP.

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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