0000899243-22-026489.txt : 20220721 0000899243-22-026489.hdr.sgml : 20220721 20220721170100 ACCESSION NUMBER: 0000899243-22-026489 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220719 FILED AS OF DATE: 20220721 DATE AS OF CHANGE: 20220721 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RJJRP Holdings, Inc. CENTRAL INDEX KEY: 0001932962 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40175 FILM NUMBER: 221097665 BUSINESS ADDRESS: STREET 1: C/O SYMBOTIC INC., 200 RESEARCH DRIVE CITY: WILMINGTON STATE: MA ZIP: 01887 BUSINESS PHONE: 978-284-2800 MAIL ADDRESS: STREET 1: C/O SYMBOTIC INC., 200 RESEARCH DRIVE CITY: WILMINGTON STATE: MA ZIP: 01887 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Cohen Richard B CENTRAL INDEX KEY: 0001933447 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40175 FILM NUMBER: 221097667 MAIL ADDRESS: STREET 1: C/O SYMBOTIC INC., 200 RESEARCH DRIVE CITY: WILMINGTON STATE: MA ZIP: 01887 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RBC 2021 4 Year GRAT CENTRAL INDEX KEY: 0001932966 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40175 FILM NUMBER: 221097666 BUSINESS ADDRESS: STREET 1: C/O SYMBOTIC INC., 200 RESEARCH DRIVE CITY: WILMINGTON STATE: MA ZIP: 01887 BUSINESS PHONE: 978-284-2800 MAIL ADDRESS: STREET 1: C/O SYMBOTIC INC., 200 RESEARCH DRIVE CITY: WILMINGTON STATE: MA ZIP: 01887 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Symbotic Inc. CENTRAL INDEX KEY: 0001837240 STANDARD INDUSTRIAL CLASSIFICATION: GENERAL INDUSTRIAL MACHINERY & EQUIPMENT, NEC [3569] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 BUSINESS ADDRESS: STREET 1: 200 RESEARCH DRIVE CITY: WILMINGTON STATE: MA ZIP: 01887 BUSINESS PHONE: 978-284-2800 MAIL ADDRESS: STREET 1: 200 RESEARCH DRIVE CITY: WILMINGTON STATE: MA ZIP: 01887 FORMER COMPANY: FORMER CONFORMED NAME: SVF Investment Corp. 3 DATE OF NAME CHANGE: 20210128 FORMER COMPANY: FORMER CONFORMED NAME: SVF Investment III Corp. DATE OF NAME CHANGE: 20201218 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2022-07-19 0 0001837240 Symbotic Inc. SYM 0001933447 Cohen Richard B C/O SYMBOTIC INC., 200 RESEARCH DRIVE WILMINGTON MA 01887 1 1 1 0 See Remarks 0001932966 RBC 2021 4 Year GRAT C/O SYMBOTIC INC., 200 RESEARCH DRIVE WILMINGTON MA 01887 0 0 1 0 0001932962 RJJRP Holdings, Inc. C/O SYMBOTIC INC., 200 RESEARCH DRIVE WILMINGTON MA 01887 0 0 1 0 Class V-1 Common Stock 2022-07-19 4 A 0 1878766 A 1878766 I By RJJRP Holdings, Inc. Class V-1 Common Stock 2022-07-19 4 A 0 4289412 A 4289412 I By the RBC 2021 4 Year GRAT Class V-1 Common Stock 2022-07-19 4 A 0 130536 A 130536 I By the Richard B. Cohen Revocable Trust Class V-1 Common Stock 2022-07-19 4 A 0 4605762 A 4605762 I By Spouse Symbotic Holdings Units 2022-07-19 4 A 0 1878766 A Class A Common Stock 1878766 43428366 I By RJJRP Holdings, Inc. Symbotic Holdings Units 2022-07-19 4 A 0 4289412 A Class A Common Stock 4289412 167644486 I By the RBC 2021 4 Year GRAT Symbotic Holdings Units 2022-07-19 4 A 0 130536 A Class A Common Stock 130536 5101760 I By the Richard B. Cohen Revocable Trust Symbotic Holdings Units 2022-07-19 4 A 0 4605762 A Class A Common Stock 4605762 180008475 I By Spouse 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. 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. (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. 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. 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. 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. 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. Board Chair, President and Chief Product Officer /s/ Corey Dufresne, Attorney-in-Fact for Richard B. Cohen 2022-07-21 /s/ Corey Dufresne, Attorney-in-Fact for RBC 2021 4 Year GRAT 2022-07-21 /s/ Corey Dufresne, Attorney-in-Fact for RJJRP Holdings, Inc. 2022-07-21