SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Walmart Inc.

(Last)

(First)

(Middle)

702 S. W. 8TH STREET

(Street)

BENTONVILLE

72716

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Symbotic Inc. [ SYM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/07/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class V-1 Common Stock	06/07/2022		J⁽¹⁾⁽²⁾		43,756,942	A	⁽¹⁾⁽²⁾	43,756,942	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Units in Symbotic Holdings LLC	⁽³⁾	06/07/2022		J⁽¹⁾⁽²⁾		43,756,942		⁽³⁾	⁽³⁾	Class A Common Stock	43,756,942	⁽¹⁾⁽²⁾	43,756,942	D
Warrant in Symbotic Holdings LLC	$10	06/07/2022		J⁽⁴⁾		15,870,411		⁽⁴⁾⁽⁵⁾	06/07/2027	Common Units in Symbotic Holdings LLC	15,870,411	⁽⁴⁾⁽⁵⁾	15,870,411	D

Explanation of Responses:

1. On June 7, 2022, pursuant to that certain Agreement and Plan of Merger (the "Merger Agreement"), dated December 12, 2021, (i) Warehouse Technologies LLC ("Warehouse") merged into Symbotic Holdings LLC, a wholly owned subsidiary of Warehouse, (the "Company Reorganization") with Symbotic Holdings LLC as the surviving entity (referred to herein as "Interim Symbotic"), and (ii) immediately thereafter, Saturn Acquisition (DE) Corp. ("Merger Sub"), a wholly owned subsidiary of the Issuer, merged with and into Interim Symbotic (the "Merger"), with Interim Symbotic surviving the Merger as a subsidiary of the Issuer ("New Symbotic Holdings") [cont'd].

2. [Continuation] Pursuant to the Merger Agreement, in the Company Reorganization, the reporting person's 714,022 units of Warehouse were converted into the right to receive 43,756,942 units of Interim Symbotic, and in the Merger, such units of Interim Symbotic were subsequently converted into the right to receive 43,756,942 common units of New Symbotic Holdings ("New Symbotic Holdings Common Units") and 43,756,942 corresponding shares of the Issuer's Class V-1 common stock, par value $0.0001 per share.

3. Holders of New Symbotic Holdings Common Units have the right to cause New Symbotic Holdings to acquire all or a portion of their New Symbotic Holdings Common Units and corresponding shares of Class V-1 common stock of the Issuer., which may be settled for, at the Issuer's election, (i) one share of Class A common stock of the Issuer., subject to conversion rate adjustments for stock splits, stock dividends and reclassification, or (ii) an equivalent amount of cash. The shares of Class V-1 common stock confer no incidents of economic ownership on the holders thereof and carry one vote per share.

4. In connection with the Company Reorganization and the Merger, the reporting person's warrant to purchase 258,972 Class A units of Warehouse was canceled and exchanged for a warrant to purchase 15,870,411 New Symbotic Holdings Common Units at a price of $10.00 per New Symbotic Holdings Common Unit. The warrant vests, and the reporting person may exercise the warrant for all or any lesser amount of New Symbotic Holdings Common Units, at such time as the Installment Commencement Date of the Project for which the applicable Project SOW results in the aggregate number of Modules installed under the Second Amended and Restated Master Automation Agreement, dated as of May 20, 2022, by and among New Symbotic Holdings, the reporting person and Symbotic LLC (the "MAA") to be at least 10 (as each term is defined in the MAA) [cont'd].

5. [Continuation] In the event of a partial exercise of the warrant, New Symbotic Holdings will issue the reporting person a new, substantially identical warrant for the purchase of the remaining New Symbotic Holdings Common Units underlying the warrant. The warrant expires on the five-year anniversary of the issue date.

Remarks:

	WALMART INC. By: /s/ Gordon Y. Allison Name: Gordon Y. Allison Title: Senior Vice President and Chief Counsel, Finance and Corporate Governance	06/09/2022
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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