0001837240-24-000071.txt : 20240306 0001837240-24-000071.hdr.sgml : 20240306 20240306063024 ACCESSION NUMBER: 0001837240-24-000071 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240301 FILED AS OF DATE: 20240306 DATE AS OF CHANGE: 20240306 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KRASNOW TODD CENTRAL INDEX KEY: 0001526378 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40175 FILM NUMBER: 24724317 MAIL ADDRESS: STREET 1: C/O CARBONITE, INC. STREET 2: 177 HUNTINGTON AVENUE CITY: BOSTON STATE: MA ZIP: 02115 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Symbotic Inc. CENTRAL INDEX KEY: 0001837240 STANDARD INDUSTRIAL CLASSIFICATION: GENERAL INDUSTRIAL MACHINERY & EQUIPMENT, NEC [3569] ORGANIZATION NAME: 06 Technology IRS NUMBER: 981572401 STATE OF INCORPORATION: DE FISCAL YEAR END: 0928 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 wk-form4_1709724616.xml FORM 4 X0508 4 2024-03-01 0 0001837240 Symbotic Inc. SYM 0001526378 KRASNOW TODD C/O SYMBOTIC INC., 200 RESEARCH DRIVE WILMINGTON MA 01887 1 0 0 0 1 Class A Common Stock 2024-03-01 4 M 0 10447 A 10447 D Class V-1 Common Stock 2024-03-01 4 J 0 2000 D 396036 D Class A Common Stock 2024-03-01 4 J 0 2000 A 12447 D Class A Common Stock 2024-03-01 4 S 0 2000 39.392 D 10447 D Class A Common Stock 50000 I By Trust Class V-1 Common Stock 2024-03-05 4 G 0 30000 0 D 366036 D Class V-1 Common Stock 2024-03-05 4 G 0 30000 0 A 30000 I By Spouse Class V-1 Common Stock 2024-03-05 4 G 0 150000 0 D 216036 D Class V-1 Common Stock 2024-03-05 4 G 0 150000 0 A 180000 I By Spouse Class V-1 Common Stock 727572 I By Inlet View, Inc. Restricted Stock Units 2024-03-01 4 M 0 10447 0 D Class A Common Stock 10447 0 D Restricted Stock Units 2024-03-01 4 A 0 4060 0 A Class A Common Stock 4060 4060 D Symbotic Holdings Units 2024-03-01 4 J 0 2000 D Class A Common Stock 2000 396036 D Symbotic Holdings Units 2024-03-05 4 G 0 30000 D Class A Common Stock 30000 366036 D Symbotic Holdings Units 2024-03-05 4 G 0 30000 A Class A Common Stock 30000 30000 I By Spouse Symbotic Holdings Units 2024-03-05 4 G 0 150000 D Class A Common Stock 150000 216036 D Symbotic Holdings Units 2024-03-05 4 G 0 150000 A Class A Common Stock 150000 180000 I By Spouse Symbotic Holdings Units Class A Common Stock 727572 727572 I By Inlet View, Inc. Restricted stock units convert into Class A common stock on a one-for-one basi 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. The term "Symbotic Holdings Units" is used herein to represent limited liability company units of Symbotic Holdings LLC ("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 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. On March 1, 2024, the Reporting Person sold 2,000 shares of Class A Common Stock pursuant to a trading plan entered into by the Reporting Person on August 25, 2023, in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended (the "Stock Sale"). In connection with the Stock Sale and pursuant to the terms of the trading plan, effective March 1, 2024, the Reporting Person redeemed 2,000 Symbotic Holdings Units in exchange for an equal number of shares of Class A Common Stock (the "Redemption"). In connection with the Redemption, Symbotic Holdings cancelled the Symbotic Holdings Units and the Issuer cancelled and retired for no consideration the redeemed 2,000 shares of Class V-1 Common Stock. This transaction was executed pursuant to a trading plan entered into by the Reporting Person on August 25, 2023, in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended. In accordance with SEC guidance authorizing aggregate reporting of same-day purchases and sales, the shares were sold in multiple transactions at prices ranging from $39.24 to $39.65, inclusive. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. Todd Krasnow may be considered the beneficial owner of 25,000 shares of Class A Common Stock held by the Krasnow Family 2019 Charitable Remainder Trust and 25,000 shares of Class A Common Stock held by the Todd and Deborah Krasnow CRUT, both of which are trusts for which Mr. Krasnow is trustee and to which Mr. Krasnow is a beneficiary. Mr. Krasnow disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. On March 5, 2024, the Reporting Person transferred 30,000 Symbotic Holdings Units and an equal number of paired shares of Class V-1 common stock to his spouse. The Reporting Person disclaims beneficial ownership of the securities held by his spouse, and this report should not be deemed an admission that the Reporting Person is the beneficial owner of his spouse's securities for purposes of Section 16 or for any other purpose. On March 5, 2024, the Reporting Person transferred 150,000 Symbotic Holdings Units and an equal number of paired shares of Class V-1 common stock to the Todd J. Krasnow 2024 Irrevocable Trust, in which the Reporting Person's spouse acts as trustee and to which members of the Reporting Person's immediate family have a pecuniary interest. The Reporting Person does not have voting or investment control over the securities held by the trust and disclaims beneficial ownership of of such securities except to the extent that the Reporting Person may be considered to have an indirect pecuniary interest therein. This report shall not be deemed an admission that the Reporting Person is the beneficial owners of the securities held by the trust for purposes of Section 16 or for any other purpose. Todd Krasnow may be considered the beneficial owner of securities held by Inlet View, Inc., of which Mr. Krasnow is the President and CEO. Mr. Krasnow disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class A common stock. On March 1, 2023, the Reporting Person was granted 10,447 restricted stock units that vest in full upon the earliest of: (1) March 1, 2024, (2) the Issuer's 2024 Annual Meeting of Stockholders or (3) a change of control of the Issuer, subject to the Reporting Person's continued service with the Issuer on the vesting date. The restricted stock units vest in full upon the earliest of: (1) March 1, 2025, (2) the Issuer's 2025 Annual Meeting of Stockholders or (3) a change of control of the Issuer, subject to the Reporting Person's continued service with the Issuer on the vesting date. /s/ Corey Dufresne, Attorney-in-Fact for Todd Krasnow 2024-03-05