Sec Form 4 Filing - Ladensohn David A @ Symbotic Inc. - 2022-08-02

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)
08/02/2022
(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 V-1 Common Stock( 1 )( 2 ) 08/02/2022 A( 1 ) 2,632,319( 3 ) A 7,896,957( 4 ) I As Trustee for securities held by Trust( 3 )( 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( 1 )( 2 ) ( 2 ) 08/02/2022 A( 1 ) 2,632,319( 3 ) ( 2 ) ( 2 ) Class A Common Stock 2,632,319( 3 ) ( 1 ) 208,391,848 I As Trustee for securities held by Trust( 3 )( 5 )
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 01/06/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents Symbotic Holdings Units issued on August 2, 2022 as Earnout Interests following the occurrence of Triggering Event III in connection with the Agreement and Plan of Merger, dated December 12, 2021, by and among the Issuer, Saturn Acquisition (DE) Corp., Warehouse Technologies LLC 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-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. 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.
( 3 )Reflects additional Symbotic Holdings Units that may be considered to have been acquired by the Reporting Person consisting of (i) an additional 2,120,936 Symbotic Holdings Units issued on August 2, 2022 to 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, (ii) an additional 163,812 Symbotic Holdings Units issued on August 2, 2022 to the 2014 QSST F/B/O Perry Cohen, for which the Reporting Person serves as sole trustee, (iii) an additional 165,626 Symbotic Holdings Units issued on August 2, 2022 to the 2014 QSST F/B/O Rachel Cohen Kanter, for which the Reporting Person serves as sole trustee and (iv) an additional 181,945 Symbotic Holdings Units issued on August 2, 2022 to 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.
( 4 )The amount of securities beneficially owned following the reported transactions in Table I does not include shares of other classes of the Issuer's securities held directly or indirectly by the Reporting Person that are reported on preceding Form 4 filings.
( 5 )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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