Sec Form 4 Filing - Walmart Inc. @ Symbotic Inc. - 2023-12-12

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
Walmart Inc.
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)
702 SOUTHWEST 8TH ST
3. Date of Earliest Transaction (MM/DD/YY)
12/12/2023
(Street)
BENTONVILLE, AR72716
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 12/12/2023 X( 1 ) 15,870,411 A $ 10 61,350,823 D
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 Units in Symbotic Holdings LLC ( 2 ) ( 3 ) 12/12/2023 X( 1 ) 15,870,411 ( 2 )( 3 ) ( 2 )( 3 ) Class A Common Stock 15,870,411 ( 2 ) ( 3 ) 61,350,823 D
Warrant in Symbotic Holdings LLC $ 10 12/12/2023 X( 1 ) 15,870,411 ( 4 ) 06/07/2027 Common Units in Symbotic Holdings LLC 15,870,411 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Walmart Inc.
702 SOUTHWEST 8TH ST
BENTONVILLE, AR72716
X
Signatures
WALMART INC. By: /s/ Gordon Y. Allison, Senior Vice President and Chief Counsel, Finance and Corporate Governance 12/14/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On December 12, 2023, the reporting person exercised in full its warrant to purchase 15,870,411 limited liability company units ("Symbotics Holdings Units") of Symbotic Holdings LLC ("Symbotics Holdings") at a price of $10.00 per Symbotics Holding Unit. An equal number of Class V-1 Common Stock of the Issuer was issued to the reporting person in connection with the exercise of the warrant and the issuance of the Symbotics Holding Units.
( 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 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. [Cont.]
( 3 )[Continuation] 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 one vote per share.
( 4 )The warrant vested at the time that the Installment Commencement Date of the Project for which the applicable Project SOW resulted in at least 10 Modules installed under the Second Amended and Restated Master Automation Agreement, dated as of May 20, 2022, by and among Symbotic Holdings, the reporting person and Symbotic LLC (the "MAA") (as each term is defined in the MAA). The warrant was scheduled to expire on the five-year anniversary of the issue date.

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