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^*

Dunn Michael David

(Last)

(First)

(Middle)

C/O SYMBOTIC INC., 200 RESEARCH DRIVE

(Street)

WILMINGTON

01887

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

3. Date of Earliest Transaction (Month/Day/Year)
08/17/2022

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 A Common Stock	08/17/2022		M		276,400	A	⁽¹⁾	276,400	D
Class A Common Stock	08/19/2022		S⁽²⁾		42,000	D	$14.489⁽³⁾	234,400	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)
Restricted Stock Units	⁽⁴⁾	08/17/2022		A		414,599		⁽⁵⁾	⁽⁵⁾	Class A Common Stock	414,599	$0	414,599	D
Restricted Stock Units	⁽⁴⁾	08/17/2022		M			276,400	⁽⁶⁾	⁽⁶⁾	Class A Common Stock	276,400	$0	138,199	D
Restricted Stock Units	⁽⁴⁾	08/17/2022		A		396,625		⁽⁷⁾	⁽⁷⁾	Class A Common Stock	396,625	$0	396,625	D
Restricted Stock Units	⁽⁴⁾	08/17/2022		A		92,000		⁽⁸⁾	⁽⁸⁾	Class A Common Stock	92,000	$0	92,000	D
Restricted Stock Units	⁽⁴⁾	08/17/2022		A		87,970		⁽⁹⁾	⁽⁹⁾	Class A Common Stock	87,970	$0	87,970	D

Explanation of Responses:

1. Restricted stock units convert into Class A common stock on a one-for-one basis.

2. The sales reported in this Form 4 represent shares required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting and settlement of restricted stock units. These sales were mandated by the Issuer's election under its equity incentive plans to require the satisfaction of a tax withholding obligation to be funded by a "sell to cover" transaction, and do not represent discretionary trades by the Reporting Person.

3. 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 $13.11 to $15.88, 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 withing the range set forth in this footnote.

4. Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class A common stock.

5. The restricted stock units vest as follows: 2/3 of the restricted stock units vest on the date of grant and the remaining 1/3 of the restricted stock units vest on January 1, 2024, subject to the Reporting Person continued service with the Issuer on the applicable vesting dates.

6. On August 17, 2022, the Reporting Person was granted an award of 414,599 restricted stock units, 2/3 of the restricted stock units vest on the date of grant and the remaining 1/3 of the restricted stock units vest on January 1, 2024, subject to the Reporting Person continued service with the Issuer on the applicable vesting dates.

7. The restricted stock units vest as follows: 1/2 of the restricted stock units vest on January 1, 2023, and the remaining 1/2 of the restricted stock units vest on January 1, 2024, subject to the Reporting Person continued service with the Issuer on the applicable vesting dates.

8. The restricted stock units vest as follows: 1/3 of the restricted stock units vest on January 1, 2023, and 1/12 of the restricted stock units vest quarterly thereafter, subject to the Reporting Person continued service with the Issuer on the applicable vesting dates.

9. The restricted stock units vest as follows: 1/4 of the restricted stock units vest on January 1, 2023, and 1/16 of the restricted stock units vest quarterly thereafter, subject to the Reporting Person continued service with the Issuer on the applicable vesting dates.

Remarks:

Reporting Person's title is Vice President, Sales, Marketing & Product Strategy.

	/s/ Corey Dufresne, Attorney-in-Fact	08/19/2022
	** 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 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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