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Filing Details

Accession Number:: 0001209191-22-024463
Form Type:: 4/A
Zero Holdings:: No
Publication Time:: 2022-04-14 17:40:23
Reporting Period:: 2021-09-24

Accepted Time:: 2022-04-14 17:40:23
Original Submission Date:: 2021-09-27
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1826681	Sarcos Technology & Robotics Corp	STRC	()	4/A

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1124195	D Brian Finn	C/O Sarcos Technology And Robotics Corp 650 South 500 West Salt Lake City UT 84101		Yes	No	Yes	No
1839020	Rotor Sponsor Llc	405 Lexington Avenue New York NY 10174		No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2021-09-24	5,672,168	$0.00	5,672,168	No	4	C	Indirect	By Rotor Sponsor LLC
Common Stock	Acquisiton	2021-09-24	241,473	$0.00	241,473	No	4	J	Indirect	By Marstar Investments LLC
Common Stock	Acquisiton	2021-09-24	130,000	$10.00	371,473	No	4	P	Indirect	By Marstar Investments LLC
Common Stock	Acquisiton	2021-09-24	12,500	$10.00	12,500	No	4	P	Indirect	By Gee Jay LLC
Common Stock	Acquisiton	2021-09-24	8,942,957	$0.00	8,942,957	No	4	J	Indirect	By Rotor Sarcos, LLC

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Indirect	By Rotor Sponsor LLC
No	4	J	Indirect	By Marstar Investments LLC
No	4	P	Indirect	By Marstar Investments LLC
No	4	P	Indirect	By Gee Jay LLC
No	4	J	Indirect	By Rotor Sarcos, LLC

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Class B Common Stock	Disposition	2021-09-24	437,448	$0.00	437,448	$0.00
Common Stock	Class B Common Stock	Disposition	2021-09-24	5,672,168	$0.00	5,672,168	$0.00
Common Stock	Warrants	Acquisiton	2021-09-24	6,431,154	$0.00	6,431,154	$11.50
Common Stock	Warrants	Disposition	2021-09-24	460,470	$0.00	460,470	$11.50

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
5,672,168			No	4	J	Indirect
0			No	4	C	Indirect
6,431,154	2022-01-20	2026-09-24	No	4	P	Indirect
5,970,684	2022-01-20	2026-09-24	No	4	J	Indirect

Footnotes

Shares of the Issuer's Class B Common Stock are automatically convertible into shares of the Issuer's Class A Common Stock at the time of the Issuer's initial business combination or earlier at the option of the holders thereof, in either case on a one-for-one basis, subject to certain adjustments, and had no expiration date. The Issuer consummated its initial business combination on September 24, 2021, whereby, among other things, the Issuer's Class A Common Stock was redesignated as Common Stock.
Securities are held by Rotor Sponsor LLC ("Sponsor") and indirectly by its managing member, Brian Finn, who is also a member of the Issuer's Board of Directors. Mr. Finn disclaims beneficial ownership of the securities except to the extent of any pecuniary interest therein.
Reflects shares of the Issuer's Common Stock received in exchange for shares of Sarcos Corp. common stock in connection with the completion of the Issuer's initial business combination pursuant to the Agreement and Plan of Merger, dated as of April 5, 2021, as amended on August 28, 2021, by and among Sarcos Corp., Rotor Merger Sub Corp. and the Issuer (the "Merger Agreement"). At the effective time of the initial business combination (the "Effective Time"), each share of Sarcos Corp. common stock outstanding immediately prior to the Effective Time was converted into the right to receive approximately 5.129222424 shares of the Issuer's Common Stock, subject to rounding.
Securities are held by Marstar Investments LLC ("Marstar") and indirectly by its administrator, Mr. Finn, who is also a member of the Issuer's Board of Directors. Mr. Finn disclaims beneficial ownership of the securities except to the extent of any pecuniary interest therein.
On April 5, 2021, the Issuer entered into subscription agreements with certain investors pursuant to which the investors agreed to purchase shares of the Issuer's Common Stock for $10.00 per share in connection with, and conditioned upon, the substantially concurrent consummation of the Issuer's initial business combination.
Securities are held by Gee Jay LLC and indirectly by its trustee, Mr. Finn, who is also a member of the Issuer's Board of Directors. Mr. Finn disclaims beneficial ownership of these securities except to the extent of any pecuniary interest therein.
Securities are held by Rotor-Sarcos LLC ("Rotor-Sarcos") and indirectly by Mr. Finn, who has shared control of Rotor-Sarcos. Mr. Finn disclaims beneficial ownership of these securities except to the extent of any pecuniary interest therein. Mr. Finn is also a member of the Issuer's Board of Directors.
Pursuant to that certain Waiver Agreement, dated April 5, 2021, by and among Issuer, Sponsor, and certain other parties thereto, Sponsor forfeited 437,448 shares of Class B Common Stock and 460,470 private placement warrants to the Issuer for no consideration immediately prior to the consummation of the initial business combination.
Private placement warrants were acquired by Sponsor upon consummation of the Issuer's initial public offering on January 20, 2021 (the "IPO") at a purchase price of $1.00 per warrant, with each warrant exercisable for one share of the Issuer's Class A Common Stock. The private placement warrants become exercisable at any time commencing on the later of one year from the closing of the IPO and 30 days after the completion of Issuer's initial business combination. In connection with the Issuer's initial business combination, the Issuer's Class A common stock was redesignated as Common Stock.