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: Wolff Benjamin G (Director, President & CEO, 10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	14548714	Indirect
Common Stock	5416427	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (right to buy)	$1.24	2030-03-22	Common Stock (282107)		Indirect
Stock Option (right to buy)	$8.79	2031-05-11	Common Stock (1025844)		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., Rotor Merger Sub Corp. and Rotor Acquisition Corp. (the "Merger Agreement").

F2: At the effective time of the Business Combination (the "Effective Time"), (i) 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 shares of common stock held by Mares Leg Capital, LLC, an entity wholly owned by Mr. Wolff and his spouse Julie Wolff.

F4: Represents 5,129,222 shares of common stock and 287,205 restricted stock units ("RSUs"), each RSU representing the right to receive one share of common stock of Sarcos, that 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 March 23, 2021 and 1/48 of the shares subject to the option vest monthly thereafter.

F6: Vests and becomes exercisable as to 25% of the grant on the one-year anniversary of the closing of the Business Combination, and as to 1/36th of the remaining portion of the grant at the end of each month thereafter, provided that 100% immediately vests and becomes exercisable upon the earlier of (i) a termination of service for reason other than a voluntary termination by Mr. Wolff that is not for "good reason" or a termination by Sarcos for cause, in either case, on or within the twelve (12) month period following the consummation of a change of control or (ii) the death of Mr. Wolff.