0001209191-22-024463.txt : 20220414 0001209191-22-024463.hdr.sgml : 20220414 20220414174023 ACCESSION NUMBER: 0001209191-22-024463 CONFORMED SUBMISSION TYPE: 4/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210924 FILED AS OF DATE: 20220414 DATE AS OF CHANGE: 20220414 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FINN BRIAN D CENTRAL INDEX KEY: 0001124195 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-39897 FILM NUMBER: 22828429 MAIL ADDRESS: STREET 1: C/O BLACKROCK KELSO CAPITAL CORPORATION STREET 2: 40 EAST 52ND STREET CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Rotor Sponsor LLC CENTRAL INDEX KEY: 0001839020 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-39897 FILM NUMBER: 22828428 BUSINESS ADDRESS: STREET 1: C/O ROTOR ACQUISITION CORP. STREET 2: 405 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10174 BUSINESS PHONE: (212) 818-8800 MAIL ADDRESS: STREET 1: C/O ROTOR ACQUISITION CORP. STREET 2: 405 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10174 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Sarcos Technology & Robotics Corp CENTRAL INDEX KEY: 0001826681 STANDARD INDUSTRIAL CLASSIFICATION: GENERAL INDUSTRIAL MACHINERY & EQUIPMENT, NEC [3569] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 650 SOUTH 500 WEST CITY: SALT LAKE CITY STATE: UT ZIP: 84101 BUSINESS PHONE: 888-927-7296 MAIL ADDRESS: STREET 1: 650 SOUTH 500 WEST CITY: SALT LAKE CITY STATE: UT ZIP: 84101 FORMER COMPANY: FORMER CONFORMED NAME: Sarcos Technology & Robotics Corporation. DATE OF NAME CHANGE: 20210924 FORMER COMPANY: FORMER CONFORMED NAME: Rotor Acquisition Corp. DATE OF NAME CHANGE: 20200930 4/A 1 doc4a.xml FORM 4/A SUBMISSION X0306 4/A 2021-09-24 2021-09-27 0 0001826681 Sarcos Technology & Robotics Corp STRC 0001124195 FINN BRIAN D C/O SARCOS TECHNOLOGY AND ROBOTICS CORP 650 SOUTH 500 WEST SALT LAKE CITY UT 84101 1 0 1 0 0001839020 Rotor Sponsor LLC 405 LEXINGTON AVENUE NEW YORK NY 10174 0 0 1 0 Common Stock 2021-09-24 4 C 0 5672168 0.00 A 5672168 I By Rotor Sponsor LLC Common Stock 2021-09-24 4 J 0 241473 A 241473 I By Marstar Investments LLC Common Stock 2021-09-24 4 P 0 130000 10.00 A 371473 I By Marstar Investments LLC Common Stock 2021-09-24 4 P 0 12500 10.00 A 12500 I By Gee Jay LLC Common Stock 2021-09-24 4 J 0 8942957 A 8942957 I By Rotor Sarcos, LLC Class B Common Stock 2021-09-24 4 J 0 437448 0.00 D Common Stock 437448 5672168 I By Rotor Sponsor LLC Class B Common Stock 2021-09-24 4 C 0 5672168 0.00 D Common Stock 5672168 0 I By Rotor Sponsor LLC Warrants 11.50 2021-09-24 4 P 0 6431154 A 2022-01-20 2026-09-24 Common Stock 6431154 6431154 I By Rotor Sponsor LLC Warrants 11.50 2021-09-24 4 J 0 460470 0.00 D 2022-01-20 2026-09-24 Common Stock 460470 5970684 I By Rotor Sponsor LLC Shares of the Issuer's Class B Common Stock are automatically convertible into shares of the Issuer's Class A Common Stock at the time of the Issuer's initial business combination or earlier at the option of the holders thereof, in either case on a one-for-one basis, subject to certain adjustments, and had no expiration date. The Issuer consummated its initial business combination on September 24, 2021, whereby, among other things, the Issuer's Class A Common Stock was redesignated as Common Stock. Securities are held by Rotor Sponsor LLC ("Sponsor") and indirectly by its managing member, Brian Finn, who is also a member of the Issuer's Board of Directors. Mr. Finn disclaims beneficial ownership of the securities except to the extent of any pecuniary interest therein. Reflects shares of the Issuer's Common Stock received in exchange for shares of Sarcos Corp. common stock in connection with the completion of the Issuer's initial business combination pursuant to the Agreement and Plan of Merger, dated as of April 5, 2021, as amended on August 28, 2021, by and among Sarcos Corp., Rotor Merger Sub Corp. and the Issuer (the "Merger Agreement"). At the effective time of the initial business combination (the "Effective Time"), each share of Sarcos Corp. common stock outstanding immediately prior to the Effective Time was converted into the right to receive approximately 5.129222424 shares of the Issuer's Common Stock, subject to rounding. Securities are held by Marstar Investments LLC ("Marstar") and indirectly by its administrator, Mr. Finn, who is also a member of the Issuer's Board of Directors. Mr. Finn disclaims beneficial ownership of the securities except to the extent of any pecuniary interest therein. On April 5, 2021, the Issuer entered into subscription agreements with certain investors pursuant to which the investors agreed to purchase shares of the Issuer's Common Stock for $10.00 per share in connection with, and conditioned upon, the substantially concurrent consummation of the Issuer's initial business combination. Securities are held by Gee Jay LLC and indirectly by its trustee, Mr. Finn, who is also a member of the Issuer's Board of Directors. Mr. Finn disclaims beneficial ownership of these securities except to the extent of any pecuniary interest therein. Securities are held by Rotor-Sarcos LLC ("Rotor-Sarcos") and indirectly by Mr. Finn, who has shared control of Rotor-Sarcos. Mr. Finn disclaims beneficial ownership of these securities except to the extent of any pecuniary interest therein. Mr. Finn is also a member of the Issuer's Board of Directors. Pursuant to that certain Waiver Agreement, dated April 5, 2021, by and among Issuer, Sponsor, and certain other parties thereto, Sponsor forfeited 437,448 shares of Class B Common Stock and 460,470 private placement warrants to the Issuer for no consideration immediately prior to the consummation of the initial business combination. Private placement warrants were acquired by Sponsor upon consummation of the Issuer's initial public offering on January 20, 2021 (the "IPO") at a purchase price of $1.00 per warrant, with each warrant exercisable for one share of the Issuer's Class A Common Stock. The private placement warrants become exercisable at any time commencing on the later of one year from the closing of the IPO and 30 days after the completion of Issuer's initial business combination. In connection with the Issuer's initial business combination, the Issuer's Class A common stock was redesignated as Common Stock. This Form 4/A is being filed to amend and restate the original Form 4 filed with the Securities and Exchange Commission on September 27, 2021 (the "Original Filing"), to include (i) Rotor Sponsor LLC as a Reporting Person, which was inadvertently omitted from the Original Filing, and (ii) additional transactions that occurred substantially concurrent with the consummation of the Issuer's initial business combination, certain of which were errantly reported in a Form 3 filed on behalf of Mr. Finn on September 24, 2021 (the "Form 3"). The Form 3 should be disregarded in its entirety. BRIAN D. FINN /s/ Brian D. Finn 2022-04-14 ROTOR SPONSOR LLC /s/ Brian D. Finn, Managing Member 2022-04-14