Palladyne AI Corp. — Director's Dealing 2021

Sep 24, 2021

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Sarcos Technology & Robotics Corp (STRC)
CIK: 0001826681
Period of Report: 2021-09-24

Reporting Person: Martindale Kristi (EVP, Ch. Product & Market Off)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	91028	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (right to buy)	$0.42	2026-10-23	Common Stock (153876)		Direct
Stock Option (right to buy)	$1.07	2028-08-08	Common Stock (76938)		Direct
Stock Option (right to buy)	$1.24	2030-03-05	Common Stock (51292)		Direct

Footnotes

F1: Reflects shares of common stock, of Sarcos Technology and Robotics Corporation ("Sarcos"), acquired on September 24, 2021, upon the completion of the merger (the "Business Combination") pursuant to the Agreement and Plan of Merger, dated as of April 5, 2021, as amended on August 28, 2021, by and among Sarcos Corp., and Rotor Merger Sub Corp. and Rotor Acquisition Corp. (the "Merger Agreement").

F2: At the effective time of the Business Combination (the "Effective Time"), each share of Sarcos Corp. common stock outstanding immediately prior to the Effective Time was converted into the right to receive approximately 5.129222424 shares of the common stock of Sarcos, subject to rounding

F3: Represents restricted stock units ("RSU"), each RSU representing the right to receive one share of common stock of Sarcos, (i) 25,646 of which will vest upon satisfaction of two conditions while the reporting person remains an employee or provider of services to the Issuer: (A) a time and service requirement satisfied as to 1/4 of the RSUs on March 6, 2021 and thereafter 1/36 of the RSUs on each monthly vesting date following the vesting commencement date; and (B) a liquidity event requirement satisfied on the earliest to occur of the twelve months following the closing of an IPO of the Issuer's equity securities pursuant to an effective registration statement, immediately prior to a change in control transaction or immediately prior to an acquisition of the common stock of the company and (continued in footnote 4)

F4: (ii) 65,382 of which will vest upon satisfaction of a liquidity event requirement satisfied on the earliest to occur of the twelve months following the closing of an IPO of the Issuer's equity securities pursuant to an effective registration statement, immediately prior to a change in control transaction or immediately prior to an acquisition of the common stock of the company. The Issuer's Board of Directors has waived the deemed the liquidity event requirement conditions satisfied effective as of the of the Business Combination.

F5: 1/4 of the shares subject to the option vested on November 14, 2017 and 1/48 of the shares subject to the option vest monthly thereafter.

F6: 1/4 of the shares subject to the option vested on August 9, 2019 and 1/48 of the shares subject to the option vest monthly thereafter.

F7: 1/4 of the shares subject to the option vested on March 6, 2021 and 1/48 of the shares subject to the option vest monthly thereafter.