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Filing Details

Accession Number:: 0001062993-23-015316
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2023-07-25 17:43:10
Reporting Period:: 2023-07-23

Accepted Time:: 2023-07-25 17:43:10
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1837240	Symbotic Inc.	SYM	()	4

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1065521	Softbank Group Corp.	1-7-1 Kaigan Minato-Ku Tokyo M0 105-7537	No	No	Yes	No
1787613	L.p. Ii-2 Fund Vision Softbank	Crestbridge Limited 47 Esplanade St. Helier Y9 JE1 0BD	No	No	Yes	No
1818296	Ltd Management Sb	C/O Walkers 190 Elgin Avenue George Town E9 KY1-9008	No	No	Yes	No
1883559	L.p. (Jersey) Aggregator Ii Svf	Crestbridge Limited 47 Esplanade St. Helier Y9 JE1 0BD	No	No	Yes	No
1883884	Ltd Advisers Global Sb	69 Grosvenor Street London X0 W1K 3JP	No	No	Yes	No
1883900	Svf Ii Holdings (De) Llc	251 Little Falls Drive Wilmington DE 19808	No	No	Yes	No
1934312	Svf Ii Spac Investment 3 (De) Llc	251 Little Falls Drive Wilmington DE 19808	No	No	Yes	No
1972882	Gp Northstar Sb	C/O Walkers 190 Elgin Avenue George Town E9 KY1-9008	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
Class A Common Stock	Acquisiton	2023-07-23	17,825,312	$28.05	17,825,312	No	4	P	Indirect	By SVF II Strategic Investments AIV LLC

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	By SVF II Strategic Investments AIV LLC

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	Common Stock Warrants (right to buy)	Acquisiton	2023-07-23	11,434,360	$0.00	11,434,360	$41.97

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
11,434,360			No	4	J	Indirect

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Class A Common Stock	20,000,000	Indirect	By SVF II SPAC Investment 3 (DE) LLC
Class A Common Stock	2,000,000	Indirect	By SB Northstar LP

Footnotes

Pursuant to that certain Stock Purchase Agreement, dated as of July 23, 2023, by and among The RBC Millennium Trust, the Richard B. Cohen Revocable Trust (together with The RBC Millennium Trust, the "Sellers") and SVF II Strategic Investments AIV LLC ("SSI AIV"), SSI AIV purchased an aggregate of 17,825,312 shares of Class A common stock of the issuer from the Sellers for an aggregate purchase price of $500 million.
SoftBank Group Corp. ("SoftBank"), which is a publicly traded company listed on the Tokyo Stock Exchange, is the sole shareholder of SB Global Advisers Limited ("SBGA"), which has been appointed as manager and is exclusively responsible for making final decisions related to the acquisition, structuring, financing and disposal of SoftBank Vision Fund II-2 L.P.'s investments, including as held by SVF II SPAC Investment 3 (DE) LLC. SoftBank Vision Fund II-2 L.P. is the sole limited partner of SVF II Aggregator (Jersey) L.P., which is the sole member of SVF II Holdings (DE) LLC, which is the sole member of SVF II SPAC Investment 3 (DE) LLC. SoftBank is the parent company of SB Northstar GP, which is the general partner of SB Northstar LP. (Footnote continued in Footnote 3)
(Continued from Footnote 2) SoftBank is the parent company of SSI AIV, which is the sole stockholder of Sunlight Investment Corp. As a result of these relationships, each of the foregoing entities may be deemed to share beneficial ownership of the securities reported herein.
The warrants were issued pursuant to that certain Framework Agreement, dated as of July 23, 2023, by and among the issuer, Symbotic Holdings LLC, Symbotic LLC, Sunlight Investment Corp., SSI AIV and GreenBox Systems LLC.
Exercise of the warrants is subject to certain conditions set forth in the warrant, including the satisfaction of certain funding obligations pursuant to that certain Master Services, License and Equipment Agreement, dated as of July 23, 2023, by and between GreenBox Systems LLC and Symbotic LLC (the "MSLEA").
The warrants expire on the later of (i) expiration of the term of the MSLEA and (ii) the date that is the 36-month anniversary of the date on which the warrant vested with respect to the applicable shares. The term of the MSLEA expires on July 23, 2027 unless earlier terminated pursuant to the terms of the MSLEA; provided that the term may be extended by GreenBox Systems LLC until July 23, 2029, subject to certain conditions.