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Filing Details

Accession Number:: 0001837240-24-000044
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2024-02-28 21:49:25
Reporting Period:: 2024-02-26

Accepted Time:: 2024-02-28 21:49:25
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1837240	Symbotic Inc.	SYM	General Industrial Machinery & Equipment, Nec (3569)	981572401

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1932962	Rjjrp Holdings, Inc.	C/O Symbotic Inc., 200 Research Drive Wilmington MA 01887		No	No	Yes	No
1932966	Grat Year 4 2021 Rbc	C/O Symbotic Inc., 200 Research Drive Wilmington MA 01887		No	No	Yes	No
1933447	B Richard Cohen	C/O Symbotic Inc., 200 Research Drive Wilmington MA 01887	See Remarks	Yes	Yes	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 V-3 Common Stock	Disposition	2024-02-26	33,449	$0.00	2,431,133	No	4	J	Indirect	By the Richard B. Cohen Revocable Trust
Class A Common Stock	Acquisiton	2024-02-26	33,449	$0.00	33,449	No	4	J	Indirect	By the Richard B. Cohen Revocable Trust
Class A Common Stock	Disposition	2024-02-26	33,449	$39.69	0	No	4	S	Indirect	By the Richard B. Cohen Revocable Trust
Class V-1 Common Stock	Disposition	2024-02-26	2,279,097	$0.00	2,292,405	No	4	J	Indirect	By the RBC 2021 4 Year GRAT
Class A Common Stock	Acquisiton	2024-02-26	2,279,097	$0.00	2,279,097	No	4	J	Indirect	By The RBC 2021 4 Year GRAT
Class A Common Stock	Disposition	2024-02-26	2,279,097	$36.69	0	No	4	S	Indirect	By The RBC 2021 4 Year GRAT
Class V-1 Common Stock	Disposition	2024-02-26	602,158	$0.00	2,215,990	No	4	J	Indirect	By RJJRP Holdings, Inc.
Class A Common Stock	Acquisiton	2024-02-26	602,158	$0.00	602,158	No	4	J	Indirect	By RJJRP Holdings, Inc.
Class A Common Stock	Disposition	2024-02-26	602,158	$39.69	0	No	4	S	Indirect	By RJJRP Holdings, Inc.
Class V-3 Common Stock	Disposition	2024-02-26	2,085,296	$0.00	151,561,831	No	4	J	Indirect	By Spouse
Class A Common Stock	Acquisiton	2024-02-26	2,085,296	$0.00	2,085,296	No	4	J	Indirect	By Spouse
Class A Common Stock	Disposition	2024-02-26	2,085,296	$39.69	0	No	4	S	Indirect	By Spouse

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	J	Indirect	By the Richard B. Cohen Revocable Trust
No	4	J	Indirect	By the Richard B. Cohen Revocable Trust
No	4	S	Indirect	By the Richard B. Cohen Revocable Trust
No	4	J	Indirect	By the RBC 2021 4 Year GRAT
No	4	J	Indirect	By The RBC 2021 4 Year GRAT
No	4	S	Indirect	By The RBC 2021 4 Year GRAT
No	4	J	Indirect	By RJJRP Holdings, Inc.
No	4	J	Indirect	By RJJRP Holdings, Inc.
No	4	S	Indirect	By RJJRP Holdings, Inc.
No	4	J	Indirect	By Spouse
No	4	J	Indirect	By Spouse
No	4	S	Indirect	By Spouse

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	Symbotic Holdings Units	Disposition	2024-02-26	33,449	$0.00	33,449	$0.00
Class A Common Stock	Symbotic Holdings Units	Disposition	2024-02-26	2,279,097	$0.00	2,279,097	$0.00
Class A Common Stock	Symbotic Holdings Units	Disposition	2024-02-26	602,158	$0.00	602,158	$0.00
Class A Common Stock	Symbotic Holdings Units	Disposition	2024-02-26	2,085,296	$0.00	2,085,296	$0.00

Remaning Holdings	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
2,431,133	No	4	J	Indirect
165,647,479	No	4	J	Indirect
43,765,590	No	4	J	Indirect
151,561,831	No	4	J	Indirect

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Class V-3 Common Stock	163,355,074	Indirect	By the RBC 2021 4 Year GRAT
Class V-3 Common Stock	41,549,600	Indirect	By RJJRP Holdings, Inc.

Footnotes

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. 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. 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.
On February 26, 2024, the Richard B. Cohen Revocable Trust sold 33,449 shares of Class A Common Stock (the "Trust Stock Sale") for an aggregate purchase price of $1,327,591. In anticipation of the Trust Stock Sale, on February 26, 2024, the Richard B. Cohen Revocable Trust redeemed 33,449 Symbotic Holdings Units in exchange for an equal number of shares of Class A Common Stock (the "Trust Redemption"). In connection with the Trust Redemption, the Symbotic Holdings LLC ("Symbotic Holdings") cancelled the Symbotic Holdings Units and the Issuer cancelled and retired for no consideration the redeemed 33,449 shares of Class V-3 Common Stock.
Following the Stock Sales and the Redemptions, Richard B. Cohen may be considered the beneficial owner of (i) 163,355,074 shares of Class V-3 Common Stock and 2,292,405 shares of Class V-1 Common Stock held of record by The RBC 2021 4 Year GRAT, of which Richard B. Cohen is trustee and the sole beneficiary, (ii) 41,549,600 shares of Class V-3 Common Stock and 2,215,990 shares of Class V-1 Common Stock held of record by RJJRP Holdings, Inc., of which Richard B. Cohen is a shareholder and the President and Chief Executive Officer, and (iii) 2,431,133 shares of Class V-3 Common Stock held of record by the Richard B. Cohen Revocable Trust, of which Richard B. Cohen is trustee and the sole beneficiary and, in each case, an equal number of the paired Symbotic Holdings Units.
On February 26, 2024, The RBC 2021 4 Year GRAT sold 2,279,097 shares of Class A Common Stock (the "GRAT Stock Sale") for an aggregate purchase price of $90,457,360. In anticipation of the GRAT Stock Sale, on February 26, 2024, The RBC 2021 4 Year GRAT redeemed 2,279,097 Symbotic Holdings Units in exchange for an equal number of shares of Class A Common Stock (the "GRAT Redemption"). In connection with the GRAT Redemption, Symbotic Holdings cancelled the Symbotic Holdings Units and the Issuer cancelled and retired for no consideration the redeemed 2,279,097 shares of Class V-1 Common Stock.
On February 26, 2024, RJJRP Holdings, Inc. sold 602,158 shares of Class A Common Stock (the "RJJRP Stock Sale" and, together with the Trust Stock Sale and the GRAT Stock Sale, the "Stock Sales") for an aggregate purchase price of $23,899,651. In anticipation of the RJJRP Stock Sale, on February 26, 2024, RJJRP Holdings, Inc. redeemed 602,158 Symbotic Holdings Units in exchange for an equal number of shares of Class A Common Stock (the "RJJRP Redemption" and, together with the Trust Redemption and the GRAT Redemption, the "Redemptions"). In connection with the RJJRP Redemption, Symbotic Holdings cancelled the Symbotic Holdings Units and the Issuer cancelled and retired for no consideration the redeemed 602,158 shares of Class V-1 Common Stock.
On February 26, 2024, The RBC Millennium Trust sold 2,085,296 shares of Class A Common Stock (the "Spousal Stock Sale") for an aggregate purchase price of $82,765,398. In anticipation of the Spousal 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 "Spousal Redemption"). In connection with the Spousal Redemption, Symbotic Holdings cancelled the Symbotic Holdings Units and the Issuer cancelled and retired for no consideration the redeemed 2,085,296 shares of Class V-3 Common Stock.
Following the Spousal Stock Sale and the Spousal Redemption, Richard B. Cohen may be considered to have an additional indirect pecuniary interest in (i) 151,561,831 Symbotic Holdings Units (including the equivalent number of paired shares of Class V-3 Common Stock) held of record by The RBC Millennium Trust and (ii) 14,403,979 Symbotic Holdings Units (including 545,835 paired shares of Class V-1 Common Stock and 13,858,144 paired shares of Class V-3 Common Stock) held of record by the Jill Cohen Mill Trust (together, the "Spousal Units"), in each of which Mr. Cohen's spouse acts as trustee and to which members of Mr. Cohen's immediate family have a pecuniary interest.
(Continued from Footnote 8) Richard B. Cohen does not have voting or investment control over the Spousal Units and disclaims beneficial ownership of the Spousal Units except to the extent that Mr. Cohen may be considered to have an indirect pecuniary interest therein. This report shall not be deemed an admission that the Reporting Persons are the beneficial owners of the Spousal Units for purposes of Section 16 or for any other purpose.