Symbotic Inc. — Director's Dealing 2022

Jun 10, 2022

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Symbotic Inc. (SYM)
CIK: 0001837240
Period of Report: 2022-06-07

Reporting Person: Cohen Janet L (10% Owner)
Reporting Person: RBC Millennium Trust (10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Class V-3 Common Stock	161544569	Indirect
Class V-3 Common Stock	13858144	Indirect
Class V-3 Common Stock	209875898	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Symbotic Holdings Units	$		Class A Common Stock (161544569)		Indirect
Symbotic Holdings Units	$		Class A Common Stock (13858144)		Indirect
Symbotic Holdings Units	$		Class A Common Stock (209875898)		Indirect

Footnotes

F1: Represents Symbotic Holdings Units received as consideration for limited liability company units of Warehouse Technologies LLC ("Warehouse") in connection with the Agreement and Plan of Merger, dated December 12, 2021, by and among the Issuer, Saturn Acquisition (DE) Corp., Warehouse 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-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. 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. 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.

F3: Janet L. Cohen may be considered the beneficial owner of 161,544,569 Symbotic Holding Units held directly 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.

F4: Janet L. Cohen may be considered the beneficial owner of 13,858,144 Symbotic Holding Units held directly 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.

F5: Janet L. Cohen may be considered to have an indirect pecuniary interest in 41,549,600 Symbotic Holding Units held by RJJRP Holdings Inc., 163,355,074 Symbotic Holding Units held by the RBC 2014 4 Year GRAT and 4,971,224 Symbotic Holding Units held by the Richard B. Cohen Revocable Trust (collectively, the "Spousal Shares") in which Ms. Cohen's spouse has a pecuniary interest. Janet L. 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 Ms. Cohen may be considered to have an indirect pecuniary interest therein. The filing of this Form 3 shall not be deemed an admission that the Reporting Persons are the beneficial owners of the Spousal Shares for purposes of Section 16 of the Exchange Act or for any other purpose.