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Form 4 Symbotic Inc. For: Feb 26 Filed by: RBC Millennium Trust

February 28, 2024 9:55 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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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 *
Cohen Janet L

(Last) (First) (Middle)
C/O SYMBOTIC INC., 200 RESEARCH DRIVE

(Street)
WILMINGTON MA 01887

(City) (State) (Zip)
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)
3. Date of Earliest Transaction (Month/Day/Year)
02/26/2024
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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
Class V-3 Common Stock (1) (2) 02/26/2024   J (1) (2) (3)   2,085,296 D (1) (2) (3) 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 (1) (2) (3) 2,085,296 (4) I By The RBC Millennium Trust (4)
Class A Common Stock 02/26/2024   S (3)   2,085,296 D $ 39.69 0 (4) I By The RBC Millennium Trust (4)
Class V-1 Common Stock (1) (2)               545,835 I By the Jill Cohen Mill Trust (4)
Class V-3 Common Stock (1) (2)               13,858,144 I By the Jill Cohen Mill Trust (4)
Class V-1 Common Stock (1) (2) 02/26/2024   J (1) (2) (5) (6)   2,881,255 D (1) (2) (5) (6) 4,508,395 (7) (8) I By Spouse (7) (8)
Class V-3 Common Stock (1) (2) 02/26/2024   J (1) (2) (9)   33,449 D (1) (2) (9) 207,335,807 (7) (8) I By Spouse (7) (8)
Class A Common Stock 02/26/2024   J (1) (2) (5) (6) (9)   2,914,704 A (1) (2) (5) (6) (9) 2,914,704 (7) (8) I By Spouse (7) (8)
Class A Common Stock 02/26/2024   S (5) (6) (9)   2,914,704 D $ 39.69 0 (7) (8) I By Spouse (7) (8)
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
Symbotic Holdings Units (1) (2) (1) (2) 02/26/2024   J (1) (2) (3)     2,085,296   (1) (2)   (1) (2) Class A Common Stock 2,085,296 (1) (2) 151,561,831 (4) I By The RBC Millennium Trust (4)
Symbotic Holdings Units (1) (2) (2) (10)               (1) (2)   (2) (10) Class A Common Stock 14,403,979   14,403,979 I By The Jilll Cohen Mill Trust (4)
Symbotic Holdings Units (1) (2) (2) (10) 02/26/2024   J (1) (2) (5) (6) (9)     2,914,704   (1) (2)   (1) (2) Class A Common Stock 2,914,704 (1) (2) 211,844,202 (7) (8) I By Spouse (7) (8)
Explanation of Responses:
1. 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-1 Common Stock or 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-1 Common Stock or Class V-3 Common Stock, as applicable.
2. (Continued from Footnote 2) Shares of Class V-1 Common Stock of the Issuer have no economic rights and each share of Class V-1 Common Stock entitles its holder to 1 vote per share. 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.
3. 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.
4. Following the Stock Sale and the Redemption, Janet L. Cohen may be considered the beneficial owner of (i) 151,561,831 shares of Class V-3 Common Stock held of record by The RBC Millennium Trust and (ii) 13,858,114 shares of Class V-3 Common Stock and 545,835 shares of Class V-1 Common Stock held of record by the Jill Cohen Mill Trust, in each of which Ms. Cohen is a co-trustee and members of Ms. Cohen's immediate family are beneficiaries and, in each case, an equal number of the paired Symbotic Holdings Units.
5. 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.
6. 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 "Spousal 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 "Spousal 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.
7. Following the Spousal Stock Sales and the Spousal Redemptions, Janet L. Cohen may be considered to have an additional indirect pecuniary interest in (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 (such units, the "Spousal Units").
8. (Continued from Footnote 7) Janet L. 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 Ms. 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.
9. 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, 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.
10. 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-1 Common Stock or 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-1 Common Stock or Class V-3 Common Stock, as applicable.
/s/ Corey Dufresne, Attorney-in-Fact for Janet L. Cohen 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
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.
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