Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Cohen Janet L

(Last)

(First)

(Middle)

C/O SYMBOTIC INC., 200 RESEARCH DRIVE

(Street)

WILMINGTON

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)
05/22/2024

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class V-1 Common Stock⁽¹⁾⁽²⁾	05/22/2024		J⁽¹⁾⁽²⁾⁽³⁾		25,000	D	⁽¹⁾⁽²⁾⁽³⁾	520,835	I	By the Jill Cohen Mill Trust⁽⁴⁾
Class A Common Stock	05/22/2024		J⁽¹⁾⁽²⁾⁽³⁾		25,000	A	⁽¹⁾⁽²⁾⁽³⁾	25,000	I	By The Jill Cohen Mill Trust⁽⁴⁾
Class A Common Stock	05/22/2024		S		25,000	D	$43.2621⁽⁵⁾	0	I	By The Jill Cohen Mill Trust⁽⁴⁾
Class V-1 Common Stock⁽¹⁾⁽²⁾								4,508,395	I	By Spouse⁽⁶⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Symbotic Holdings Units	⁽¹⁾⁽²⁾	05/22/2024		J⁽¹⁾⁽²⁾⁽³⁾			25,000	⁽¹⁾	⁽¹⁾	Class A Common Stock	25,000	⁽¹⁾	14,378,979	I	By the Jill Cohen Mill Trust⁽⁴⁾
Symbotic Holdings Units	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock	151,561,831		151,561,831	I	By the RBC Millennium Trust⁽⁷⁾
Symbotic Holdings Units	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock	211,844,202		211,844,202	I	By Spouse⁽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. 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 May 22, 2024, The Jill Cohen Mill Trust sold 25,000 shares of Class A Common Stock (the "Stock Sale"). In connection with the Stock Sale, effective May 22, 2024, The Jill Cohen Mill Trust redeemed 25,000 Symbotic Holdings Units in exchange for an equal number of shares of Class A Common Stock (the "Redemption"). In connection with the Redemption, Symbotic Holdings canceled the Symbotic Holdings Units, and the Issuer canceled and retired for no consideration the redeemed 25,000 shares of Class V-1 Common Stock.

4. Janet L. Cohen may be considered the beneficial owner of securities held of record by the Jill Cohen Mill Trust. Ms. Cohen is a co-trustee of the Jill Cohen Mill Trust, as to which members of Ms. Cohen's immediate family have a pecuniary interest and may be deemed to have shared voting and investment power. Ms. Cohen disclaims beneficial ownership of such securities except to the extent of her pecuniary interest therein.

5. In accordance with SEC guidance authorizing aggregate reporting of same-day purchases and sales, the shares were sold in multiple transactions at prices ranging from $43.00 to $43.91 inclusive. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

6. Janet L. Cohen may be considered to have an indirect pecuniary interest in shares of Class V-1 Common Stock held of record by The RBC 2021 4 Year GRAT and by RJJRP Holdings, Inc., in which Ms. Cohen's spouse is the trustee or Chief Executive Officer, as applicable, and to which members of Ms. Cohen's immediate family have a pecuniary interest. Ms. Cohen does not have voting or investment control over such securities and disclaims beneficial ownership of such securities 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 Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

7. Janet L. Cohen may be considered the beneficial owner of securities held of record by the RBC Millennium Trust. Ms. Cohen is a co-trustee and one of the beneficiaries of the RBC Millennium Trust and may be deemed to have shared voting and investment power. Ms. Cohen disclaims beneficial ownership of such securities except to the extent of her pecuniary interest therein.

8. Janet L. Cohen may be considered to have an indirect pecuniary interest in Symbotic Holdings Units (including the equivalent number of paired shares of Class V-1 or Class V-3 Common Stock) held by the Richard B. Cohen Revocable Trust, RBC 2021 4 Year GRAT and RJJRP Holdings, Inc., in which Ms. Cohen's spouse is the trustee or Chief Executive Officer, as applicable, and to which members of Ms. Cohen's immediate family have a pecuniary interest. Janet L. Cohen does not have voting or investment control over such securities and disclaims beneficial ownership of such securities 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 Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

Remarks:

	/s/ Corey Dufresne, Attorney-in-Fact for Janet L. Cohen	05/24/2024
	** 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).
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