Symbotic Inc. — Director's Dealing 2022

Jul 21, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Symbotic Inc. (SYM)
CIK: 0001837240
Period of Report: 2022-07-19

Reporting Person: Cohen Richard B (Director, See Remarks, 10% Owner)
Reporting Person: RBC 2021 4 Year GRAT (10% Owner)
Reporting Person: RJJRP Holdings, Inc. (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-07-19	Class V-1 Common Stock	A	1878766	—	Acquired	1878766	Indirect
2022-07-19	Class V-1 Common Stock	A	4289412	—	Acquired	4289412	Indirect
2022-07-19	Class V-1 Common Stock	A	130536	—	Acquired	130536	Indirect
2022-07-19	Class V-1 Common Stock	A	4605762	—	Acquired	4605762	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-07-19	Symbotic Holdings Units	$	A	1878766	Acquired		Class A Common Stock (1878766)	Indirect
2022-07-19	Symbotic Holdings Units	$	A	4289412	Acquired		Class A Common Stock (4289412)	Indirect
2022-07-19	Symbotic Holdings Units	$	A	130536	Acquired		Class A Common Stock (130536)	Indirect
2022-07-19	Symbotic Holdings Units	$	A	4605762	Acquired		Class A Common Stock (4605762)	Indirect

Footnotes

F1: Represents Symbotic Holdings Units issued to the Reporting Persons on July 19, 2022 as Earnout Interests following the occurrence of Triggering Event I and Triggering Event II in connection with the Agreement and Plan of Merger, dated December 12, 2021, by and among the Issuer, Saturn Acquisition (DE) Corp., Warehouse Technologies LLC and Symbotic Holdings LLC ("Symbotic Holdings"), as described in the Issuer's final prospectus filed with the Securities and Exchange Commission on June 1, 2022.

F2: 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.

F3: (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.

F4: The amount of securities beneficially owned following the reported transactions in Table I does not include shares of other classes of the Issuer's securities held directly or indirectly by the Reporting Person that are reported on preceding Form 4 filings.

F5: Richard B. Cohen may be considered the beneficial owner of an additional 1,878,766 Symbotic Holdings Units issued on July 19, 2022 to RJJRP Holdings, Inc., of which he is the President and Chief Executive Officer, by virtue of his ownership interests therein. Mr. Cohen disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

F6: Richard B. Cohen may be considered the beneficial owner of an additional 4,289,412 Symbotic Holdings Units issued on July 19,2022 to the RBC 2021 4 Year GRAT and an additional 130,536 Symbotic Holding Units issued on July 19, 2022 to the Richard B. Cohen Revocable Trust, both of which are trusts for which Mr. Cohen is trustee and to which Mr. Cohen is the sole beneficiary. Mr. Cohen disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

F7: Richard B. Cohen may be considered to have an indirect pecuniary interest in an additional 4,241,872 Symbotic Holdings Units issued on July 19,2022 to the RBC Millennium Trust and an additional 363,890 Symbotic Holdings Units issued on July 19, 2022 to the Jill Cohen Mill Trust (together the "Spousal Shares") in which Mr. Cohen's spouse acts as trustee and to which members of Mr. Cohen's immediate family have a pecuniary interest. Richard B. Cohen does not have voting or investment control over the Spousal Shares and disclaims beneficial ownership of the Spousal Shares except to the extent that Mr. 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 Shares for purposes of Section 16 or for any other purpose.