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Walmart Inc. Director's Dealing 2023

Dec 14, 2023

29743_dirs_2023-12-14_5d6b42a5-718f-4654-9b58-557a2ce6c0ea.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Symbotic Inc. (SYM)
CIK: 0001837240
Period of Report: 2023-12-12

Reporting Person: Walmart Inc. (10% Owner)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2023-12-12 Class V-1 Common Stock X 15870411 $10 Acquired 61350823 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2023-12-12 Common Units in Symbotic Holdings LLC $ X 15870411 Acquired Class A Common Stock (15870411) Direct
2023-12-12 Warrant in Symbotic Holdings LLC $10 X 15870411 Disposed 2027-06-07 Common Units in Symbotic Holdings LLC (15870411) Direct

Footnotes

F1: On December 12, 2023, the reporting person exercised in full its warrant to purchase 15,870,411 limited liability company units ("Symbotics Holdings Units") of Symbotic Holdings LLC ("Symbotics Holdings") at a price of $10.00 per Symbotics Holding Unit. An equal number of Class V-1 Common Stock of the Issuer was issued to the reporting person in connection with the exercise of the warrant and the issuance of the Symbotics Holding Units.

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 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. [Cont.]

F3: [Continuation] 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. 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 one vote per share.

F4: The warrant vested at the time that the Installment Commencement Date of the Project for which the applicable Project SOW resulted in at least 10 Modules installed under the Second Amended and Restated Master Automation Agreement, dated as of May 20, 2022, by and among Symbotic Holdings, the reporting person and Symbotic LLC (the "MAA") (as each term is defined in the MAA). The warrant was scheduled to expire on the five-year anniversary of the issue date.