Sec Form 4 Filing - Ladensohn David A @ Symbotic Inc. - 2023-10-03

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)
10/03/2023
(Street)
WILMINGTON, MA01887
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 V-3 Common Stock 02/26/2024 J( 1 )( 2 )( 3 ) 2,085,296 D 151,561,831 ( 4 ) I By The RBC Millennium Trust ( 4 )
Class A Common Stock 02/26/2024 J( 1 )( 2 )( 3 ) 2,085,296 A 2,085,296 I By The RBC Millennium Trust ( 4 )
Class A Common Stock 02/26/2024 S( 1 ) 2,085,296 D $ 39.69 0 I By The RBC Millennium Trust ( 4 )
Class A Common Stock 15,000 ( 5 ) I By David A. Ladensohn Roth IRA ( 5 )
Class A Common Stock 30,000 ( 6 ) I By Ladensohn Family Investments, Ltd. ( 6 )
Class A Common Stock 15,000 ( 7 ) I By Spouse ( 7 )
Class A Common St ock 10/03/2023 G( 8 ) 5,100 D 0 I By Trust ( 8 )
Class A Common Stock 10/03/2023 G( 8 ) 5,100 A 5,100 D
Class A Common Stock 02/26/2024 G( 9 ) 5,100 D 0 D
Class V-1 Common Stock 545,835 ( 10 ) I By The Jill Cohen Mill Trust ( 10 )
Class V-3 Common Stock 13,858,144 ( 10 ) I By The Jill Cohen Mill Trust ( 10 )
Class V-1 Common Stock 496,878 ( 11 ) I By The 2014 QSST F/B/O Rachel Cohen Kanter ( 11 )
Class V-3 Common Stock 12,615,154 ( 11 ) I By The 2014 QSST F/B/O Rachel Cohen Kanter ( 11 )
Class V-1 Common Stock 491,436 ( 12 ) I By The 2014 QSST F/B/O Perry Cohen ( 12 )
Class V-3 Common Stock 12,477,024 ( 12 ) I By The 2014 QSST F/B/O Perry Cohen ( 12 )
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 ) 02/26/2024 J( 1 )( 2 )( 3 ) 2,085,296 ( 2 )( 3 ) ( 2 )( 3 ) Class A Common Stock 2,085,296 ( 2 ) ( 3 ) 151,561,831 I By The RBC Millennium Trust ( 4 )
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
RBC Millennium Trust
C/O SYMBOTIC INC., 200 RESEARCH DRIVE
WILMINGTON, MA01887
X
Signatures
/s/ Corey Dufresne, Attorney-in-Fact for David A. Ladensohn 02/28/2024
Signature of Reporting Person Date
/s/ Corey Dufresne, Attorney-in-Fact for RBC Millennium Trust 02/28/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On February 26, 2024, The RBC Millennium Trust sold 2,085,296 shares of Class A Common Stock (the "Stock Sale") for an aggregate purchase price of $82,765,398. In anticipation of the Stock Sale, on February 26, 2024, The RBC Millennium Trust redeemed 2,085,296 Symbotic Holdings Units in exchange for an equal number of shares of Class A Common Stock (the "Redemption"). In connection with the Redemption, the Symbotic Holdings LLC ("Symbotic Holdings") cancelled the Symbotic Holdings Units and the Issuer and cancelled and retired for no consideration the redeemed 2,085,296 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-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 cancel and retire for no consideration the redeemed shares of Class V-3 Common Stock.
( 3 )(Continued from Footnote 2) 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 151,561,831 shares of Class V-3 Common Stock (and an equal number of the paired Symbotic Holdings Units (such units, the "Millennium Units")) held of record by The RBC Millennium Trust, in which Mr. Ladensohn is a co-trustee. David A. Ladensohn does not have voting or investment control over the Millennium Units and disclaims beneficial ownership of the Millennium Units. This report shall not be deemed an admission that the Reporting Person is the beneficial owners of the Millennium Units for purposes of Section 16 or for any other purpose.
( 5 )David A. Ladensohn may be considered the beneficial owner of shares of Class A Common Stock held by David A. Ladensohn Roth IRA. Mr. Ladensohn disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. The filing of this Form 4 shall not be deemed an admission that the Reporting Person is the beneficial owners of such securities for purposes of Section 16 of the Exchange Act or for any other purpose.
( 6 )David A. Ladensohn may be considered the beneficial owner of shares of Class A Common Stock held directly by Ladensohn Family Investments, Ltd., of which he is one of the general partners. Mr. Ladensohn disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. The filing of this Form 4 shall not be deemed an admission that the Reporting Person is the beneficial owners of such securities for purposes of Section 16 of the Exchange Act or for any other purpose.
( 7 )David A. Ladensohn may be considered to have an indirect pecuniary interest in shares of Class A Common Stock held by the Alice C. Panitz Residuary Trust, in which the Reporting Person's spouse has a pecuniary interest. Mr. Ladensohn 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 Mr. Ladensohn 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 owners of the spousal shares for purposes of Section 16 of the Exchange Act or for any other purpose.
( 8 )On October 3, 2023, in connection with the dissolution of the Eliza Ladensohn New Hampshire Trust, 5,100 shares of Class A Common Stock that were held by the Eliza Ladensohn New Hampshire Trust prior to its dissolution were transferred to David A. Ladensohn, who acted as trustee to the Eliza Ladensohn New Hampshire Trust prior to its dissolution, for no consideration.
( 9 )On February 26, 2024, David A. Ladensohn gifted 5,100 shares of Class A Common Stock to the Eliza H. Ladensohn Living Trust for no consideration. David. A Ladensohn is not a trustee of the Eliza H. Ladensohn Living Trust and does not have voting or investment control over the assets held by the Eliza H. Ladensohn Living Trust.
( 10 )David A. Ladensohn may be considered the beneficial owner of 13,858,114 shares of Class V-3 Common Stock and 545,835 shares of Class V-1 Common Stock (and, in each case, an equal number of the paired Symbotic Holdings Units) held of record by the Jill Cohen Mill Trust, in which Mr. Ladensohn is a co-trustee. Mr. Ladensohn disclaims beneficial ownership of such securities. The filing of this Form 4 shall not be deemed an admission that the Reporting Person is the beneficial owners of such securities for purposes of Section 16 of the Exchange Act or for any other purpose.
( 11 )David A. Ladensohn may be considered the beneficial owner of 12,615,154 shares of Class V-3 Common Stock and 496,878 shares of Class V-1 Common Stock (and, in each case, an equal number of the paired Symbotic Holdings Units) held of record by the 2014 QSST F/B/O Rachel Cohen Kanter, in which Mr. Ladensohn is a trustee. Mr. Ladensohn disclaims beneficial ownership of such securities. The filing of this Form 4 shall not be deemed an admission that the Reporting Person is the beneficial owners of such securities for purposes of Section 16 of the Exchange Act or for any other purpose.
( 12 )David A. Ladensohn may be considered the beneficial owner of 12,477,024 shares of Class V-3 Common Stock and 491,436 shares of Class V-1 Common Stock (and, in each case, an equal number of the paired Symbotic Holdings Units) held of record by the 2014 QSST F/B/O Perry Cohen, in which Mr. Ladensohn is a trustee. Mr. Ladensohn disclaims beneficial ownership of such securities. The filing of this Form 4 shall not be deemed an admission that the Reporting Person is the beneficial owners of such securities for purposes of Section 16 of the Exchange Act or for any other purpose.

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