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Form 4 Symbotic Inc. For: Oct 03 Filed by: RBC Millennium Trust

February 28, 2024 9:57 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 *
Ladensohn David A

(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)
10/03/2023
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 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 I By The RBC Millennium Trust (4)
Class A Common Stock 02/26/2024   S (1)   2,085,296 D $ 39.69 0 I By The RBC Millennium Trust (4)
Class A Common Stock               15,000 (5) I By David A. Ladensohn Roth IRA (5)
Class A Common Stock               30,000 (6) I By Ladensohn Family Investments, Ltd. (6)
Class A Common Stock               15,000 (7) I By Spouse (7)
Class A Common Stock 10/03/2023   G (8)   5,100 D (8) 0 I By Trust (8)
Class A Common Stock 10/03/2023   G (8)   5,100 A (8) 5,100 D  
Class A Common Stock 02/26/2024   G (9)   5,100 D (9) 0 D  
Class V-1 Common Stock               545,835 (10) I By The Jill Cohen Mill Trust (10)
Class V-3 Common Stock               13,858,144 (10) I By The Jill Cohen Mill Trust (10)
Class V-1 Common Stock               496,878 (11) I By The 2014 QSST F/B/O Rachel Cohen Kanter (11)
Class V-3 Common Stock               12,615,154 (11) I By The 2014 QSST F/B/O Rachel Cohen Kanter (11)
Class V-1 Common Stock               491,436 (12) I By The 2014 QSST F/B/O Perry Cohen (12)
Class V-3 Common Stock               12,477,024 (12) I By The 2014 QSST F/B/O Perry Cohen (12)
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 (2) (3) (2) (3) 02/26/2024   J (1) (2) (3)     2,085,296   (2) (3)   (2) (3) Class A Common Stock 2,085,296 (2) (3) 151,561,831 I By The RBC Millennium Trust (4)
Explanation of Responses:
1. 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.
2. 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, 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-3 Common Stock.
3. (Continued from Footnote 2) 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.
4. Following the Stock Sale and the Redemption, David A. Ladensohn may be considered the beneficial owner of 151,561,831 shares of Class V-3 Common Stock (and an equal number of the paired Symbotic Holdings Units (such units, the "Millennium Units")) held of record by The RBC Millennium Trust, in which Mr. Ladensohn is a co-trustee. David A. Ladensohn does not have voting or investment control over the Millennium Units and disclaims beneficial ownership of the Millennium Units. This report shall not be deemed an admission that the Reporting Person is the beneficial owners of the Millennium Units for purposes of Section 16 or for any other purpose.
5. David A. Ladensohn may be considered the beneficial owner of shares of Class A Common Stock held by David A. Ladensohn Roth IRA. Mr. Ladensohn disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. The filing of this Form 4 shall not be deemed an admission that the Reporting Person is the beneficial owners of such securities for purposes of Section 16 of the Exchange Act or for any other purpose.
6. David A. Ladensohn may be considered the beneficial owner of shares of Class A Common Stock held directly by Ladensohn Family Investments, Ltd., of which he is one of the general partners. Mr. Ladensohn disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. The filing of this Form 4 shall not be deemed an admission that the Reporting Person is the beneficial owners of such securities for purposes of Section 16 of the Exchange Act or for any other purpose.
7. David A. Ladensohn may be considered to have an indirect pecuniary interest in shares of Class A Common Stock held by the Alice C. Panitz Residuary Trust, in which the Reporting Person's spouse has a pecuniary interest. Mr. Ladensohn does not have voting or investment control over the shares and disclaims beneficial ownership of the shares held by the Alice C. Panitz Residuary Trust except to the extent that Mr. Ladensohn may be considered to have an indirect pecuniary interest therein. The filing of this Form 4 shall not be deemed an admission that the Reporting Person is the beneficial owners of the spousal shares for purposes of Section 16 of the Exchange Act or for any other purpose.
8. On October 3, 2023, in connection with the dissolution of the Eliza Ladensohn New Hampshire Trust, 5,100 shares of Class A Common Stock that were held by the Eliza Ladensohn New Hampshire Trust prior to its dissolution were transferred to David A. Ladensohn, who acted as trustee to the Eliza Ladensohn New Hampshire Trust prior to its dissolution, for no consideration.
9. On February 26, 2024, David A. Ladensohn gifted 5,100 shares of Class A Common Stock to the Eliza H. Ladensohn Living Trust for no consideration. David. A Ladensohn is not a trustee of the Eliza H. Ladensohn Living Trust and does not have voting or investment control over the assets held by the Eliza H. Ladensohn Living Trust.
10. David A. Ladensohn may be considered the beneficial owner of 13,858,114 shares of Class V-3 Common Stock and 545,835 shares of Class V-1 Common Stock (and, in each case, an equal number of the paired Symbotic Holdings Units) held of record by the Jill Cohen Mill Trust, in which Mr. Ladensohn is a co-trustee. Mr. Ladensohn disclaims beneficial ownership of such securities. The filing of this Form 4 shall not be deemed an admission that the Reporting Person is the beneficial owners of such securities for purposes of Section 16 of the Exchange Act or for any other purpose.
11. David A. Ladensohn may be considered the beneficial owner of 12,615,154 shares of Class V-3 Common Stock and 496,878 shares of Class V-1 Common Stock (and, in each case, an equal number of the paired Symbotic Holdings Units) held of record by the 2014 QSST F/B/O Rachel Cohen Kanter, in which Mr. Ladensohn is a trustee. Mr. Ladensohn disclaims beneficial ownership of such securities. The filing of this Form 4 shall not be deemed an admission that the Reporting Person is the beneficial owners of such securities for purposes of Section 16 of the Exchange Act or for any other purpose.
12. David A. Ladensohn may be considered the beneficial owner of 12,477,024 shares of Class V-3 Common Stock and 491,436 shares of Class V-1 Common Stock (and, in each case, an equal number of the paired Symbotic Holdings Units) held of record by the 2014 QSST F/B/O Perry Cohen, in which Mr. Ladensohn is a trustee. Mr. Ladensohn disclaims beneficial ownership of such securities. The filing of this Form 4 shall not be deemed an admission that the Reporting Person is the beneficial owners of such securities for purposes of Section 16 of the Exchange Act or for any other purpose.
/s/ Corey Dufresne, Attorney-in-Fact for David A. Ladensohn 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.
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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