Sec Form 4 Filing - Ernst Thomas C JR @ Symbotic Inc. - 2023-08-08

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Ernst Thomas C JR
2. Issuer Name and Ticker or Trading Symbol
Symbotic Inc. [ SYM]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Financial Officer
(Last) (First) (Middle)
C/O SYMBOTIC INC., 200 RESEARCH DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
08/08/2023
(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 ( 1 ) ( 2 ) 08/08/2023 J( 1 )( 2 )( 3 ) 31,302 D 991,977 D
Class A Common Stock 08/08/2023 J( 1 )( 2 )( 3 ) 31,302 A 31,728 D
Class A Common Stock 08/08/2023 S 29,884 D $ 50.1034 ( 4 ) 1,844 D
Class A Common Stock 08/08/2023 S 1,418 D $ 51.1711 ( 5 ) 426 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
Symbotic Holdings Units ( 1 ) ( 2 ) ( 3 ) ( 1 ) ( 2 ) 08/08/2023 J( 1 )( 2 )( 3 ) 31,302 ( 1 )( 2 ) ( 1 )( 2 ) Class A Common Stock 31,302 ( 1 ) ( 2 ) 991,977 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Ernst Thomas C JR
C/O SYMBOTIC INC., 200 RESEARCH DRIVE
WILMINGTON, MA01887
Chief Financial Officer
Signatures
/s/ Corey Dufresne, Attorney-in-Fact 08/10/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The term "Symbotic Holdings Units" is used herein to represent limited liability company units of Symbotic Holdings LLC ("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 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.
( 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.
( 3 )On August 8, 2023, the Reporting Person sold 31,302 shares of Class A Common Stock (the "Stock Sale"). In connection with the Stock Sale, effective August 8, 2023, the Reporting Person redeemed 31,302 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 cancelled the Symbotic Holdings Units and the Issuer cancelled and retired for no consideration the redeemed 31,302 shares of Class V-1 Common Stock.
( 4 )In accordance with SEC guidance authorizing aggregate reporting of same-day purchases and sales, the shares were sold in multiple transactions at prices ranging from $49.86 to $50.83, inclusive. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
( 5 )In accordance with SEC guidance authorizing aggregate reporting of same-day purchases and sales, the shares were sold in multiple transactions at prices ranging from $50.88 to $51.67, inclusive. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.