SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

THATCHER TREVOR

(Last)

(First)

(Middle)

C/O SARCOS TECHNOLOGY ROBOTICS CORP

650 SOUTH 500 WEST, SUITE 150

(Street)

SALT LAKE CITY

84101

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/05/2024

3. Issuer Name and Ticker or Trading Symbol
Sarcos Technology & Robotics Corp [ STRC ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	14,598⁽¹⁾⁽²⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (right to buy)	⁽³⁾	12/15/2031	Common Stock	4,000	$49.32	D
Stock Option (right to buy)	⁽⁴⁾	05/20/2032	Common Stock	967	$24.54	D
Stok Option (right to buy)	⁽⁵⁾	03/29/2033	Common Stock	19,724	$2.82	D

Explanation of Responses:

1. Includes (1) 690 shares of common stock of the Issuer; (2) 800 restricted stock units ("RSUs") outstanding of the 1,600 RSUs granted pursuant to the 2021 Equity Incentive Plan (the "Plan") which can only be settled with shares of common stock, and 25% of the initial award vested on December 13, 2022, and thereafter 1/12 of the remaining portion of the award vest on each quarterly vesting date, subject to the Reporting Person's continued service to the Issuer through such date;

2. (3) 254 RSUs outstanding of the 408 RSUs granted pursuant to the Plan which can only be settled with shares of common stock, and 25% of the initial award vested on May 20, 2023, and thereafter 1/12 of the remaining portion of the award vest on each quarterly vesting date, subject to the Reporting Person's continued service to the Issuer through such date; and (4) 12,854 RSUs granted pursuant to the Plan which can only be settled with shares of common stock, 25% of which will vest on March 29, 2024, and thereafter 1/12 of the remaining portion of the award will vest on each quarterly vesting date, subject to the Reporting Person's continued service to the Issuer through such date.

3. 25% of the shares subject to the option vested on December 13, 2022, and thereafter 1/12 of the shares subject to the option shall vest on each quarterly vesting date, subject to the Reporting Person's continued service to the Issuer through such date.

4. 25% of the shares subject to the option vested on May 20, 2023, and thereafter 1/12 of the shares subject to the option shall vest on each quarterly vesting date, subject to the Reporting Person's continued service to the Issuer through such date.

5. 25% of the shares subject to the option will vest on March 29, 2024, and thereafter 1/12 of the shares subject to the option shall vest on each quarterly vesting date, subject to the Reporting Person's continued service to the Issuer through such date.

	/s/ Stephen Sonne, attorney-in-fact on behalf of Trevor Thatcher	03/13/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.