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Form 4 Sarcos Technology & Robo For: Dec 02 Filed by: FINN BRIAN D

December 5, 2022 5:01 PM EST
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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OMB Number: 3235-0287
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
FINN BRIAN D
(Last) (First) (Middle)
C/O SARCOS TECHNOLOGY AND ROBOTICS CORP
650 SOUTH 500 WEST
(Street)
SALT LAKE CITY UT 84101
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Sarcos Technology & Robotics Corp [ STRC ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/02/2022
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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
Common Stock 12/02/2022   J (1)   565,929 A $ 0 1,388,688 I By Marstar Investments LLC (2)
Common Stock 12/02/2022   J (3)   5,672,168 D $ 0 0 I By Rotor Sponsor LLC (4)
Common Stock 12/02/2022   J (3)   772,730 A $ 0 2,161,418 I By Marstar Investments LLC (2)
Common Stock 12/02/2022   J (3)   515,153 A $ 0 515,153 I By MI-MJ LLC (5)
Common Stock               100,000 I By MI-CM LLC (6)
Common Stock               70,007 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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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
Warrants $ 11.5 12/02/2022   J (3)     5,970,684 01/20/2022 (7) 09/24/2026 (7) Common Stock 5,970,684 (7) 0 I By Rotor Sponsor LLC (4)
Warrants $ 11.5 12/02/2022   J (3)   821,463   01/20/2022 (7) 09/24/2026 (7) Common Stock 821,463 (7) 821,463 I By Marstar Investments LLC (2)
Warrants $ 11.5 12/02/2022   J (3)   547,642   01/20/2022 (7) 09/24/2026 (7) Common Stock 547,642 (7) 547,642 I By MI-MJ LLC (5)
Explanation of Responses:
1. On December 2, 2022, Rotor-Sarcos LLC ("Rotor-Sarcos") made a pro rata distribution of shares of Issuer common stock to its member and interest holders. As part of this distribution, Marstar Investments LLC ("Marstar"), a member and interest holder of Rotor-Sarcos, received 434,779 shares of Issuer common stock.
2. Securities are held by Marstar. Mr. Finn is the administrator of Marstar and has sole voting and dispositive power over the shares of Issuer common stock held by Marstar. Mr. Finn disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein.
3. On December 2, 2022, Rotor Sponsor LLC ("Sponsor") made a pro rata distribution of all of its shares of Issuer common stock and all of its private warrants to acquire Issuer common stock to its member and interest holders (the "Sponsor Distribution"). As part of this distribution, Marstar and MI-MJ LLC ("MI-MJ), each a member and interest holder of Sponsor, received 772,730 and 515,153 shares of Issuer common stock, respectively, and 821,463 and 547,642 private warrants, respectively. Sponsor no longer has a reportable beneficial interest in any Issuer securities.
4. Mr. Finn is the managing member of Sponsor.
5. Securities are held by MI-MJ. Mr. Finn is the administrator of MI-MJ. As administrator, Mr. Finn has sole voting and dispositive power over the shares of Issuer common stock held by MI-MJ. Mr. Finn disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein.
6. Shares are held by MI-CM LLC ("MI-CM"). Mr. Finn is the administrator of MI-CM. As administrator, Mr. Finn has sole voting and dispositive power over the shares of Issuer common stock held by MI-CM. Mr. Finn disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein.
7. 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 became 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. The Issuer's initial business combination closed on September 24, 2021. The private placement warrants expire five years after the closing of the Issuer's initial business combination.
Remarks:
The reporting person has resigned as the manager of Rotor-Sarcos and therefore no longer has a reportable beneficial interest in the shares of Issuer common stock owned by this entity included in the reporting person's prior ownership reports.
BRIAN D. FINN /s/ Brian D. Finn 12/05/2022
** Signature of Reporting Person Date
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.

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