0001837240-24-000046.txt : 20240228 0001837240-24-000046.hdr.sgml : 20240228 20240228215312 ACCESSION NUMBER: 0001837240-24-000046 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240226 FILED AS OF DATE: 20240228 DATE AS OF CHANGE: 20240228 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RBC Millennium Trust CENTRAL INDEX KEY: 0001932964 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40175 FILM NUMBER: 24698550 BUSINESS ADDRESS: STREET 1: C/O SYMBOTIC INC., 200 RESEARCH DRIVE CITY: WILMINGTON STATE: MA ZIP: 01887 BUSINESS PHONE: 978-284-2800 MAIL ADDRESS: STREET 1: C/O SYMBOTIC INC., 200 RESEARCH DRIVE CITY: WILMINGTON STATE: MA ZIP: 01887 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Cohen Janet L CENTRAL INDEX KEY: 0001932965 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40175 FILM NUMBER: 24698551 MAIL ADDRESS: STREET 1: C/O SYMBOTIC INC., 200 RESEARCH DRIVE CITY: WILMINGTON STATE: MA ZIP: 01887 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_1709175173.xml FORM 4 X0508 4 2024-02-26 0 0001837240 Symbotic Inc. SYM 0001932965 Cohen Janet L C/O SYMBOTIC INC., 200 RESEARCH DRIVE WILMINGTON MA 01887 0 0 1 0 0001932964 RBC Millennium Trust C/O SYMBOTIC INC., 200 RESEARCH DRIVE WILMINGTON MA 01887 0 0 1 0 0 Class V-3 Common Stock 2024-02-26 4 J 0 2085296 D 151561831 I By The RBC Millennium Trust Class A Common Stock 2024-02-26 4 J 0 2085296 A 2085296 I By The RBC Millennium Trust Class A Common Stock 2024-02-26 4 S 0 2085296 39.69 D 0 I By The RBC Millennium Trust Class V-1 Common Stock 545835 I By the Jill Cohen Mill Trust Class V-3 Common Stock 13858144 I By the Jill Cohen Mill Trust Class V-1 Common Stock 2024-02-26 4 J 0 2881255 D 4508395 I By Spouse Class V-3 Common Stock 2024-02-26 4 J 0 33449 D 207335807 I By Spouse Class A Common Stock 2024-02-26 4 J 0 2914704 A 2914704 I By Spouse Class A Common Stock 2024-02-26 4 S 0 2914704 39.69 D 0 I By Spouse Symbotic Holdings Units 2024-02-26 4 J 0 2085296 D Class A Common Stock 2085296 151561831 I By The RBC Millennium Trust Symbotic Holdings Units Class A Common Stock 14403979 14403979 I By The Jilll Cohen Mill Trust Symbotic Holdings Units 2024-02-26 4 J 0 2914704 D Class A Common Stock 2914704 211844202 I By Spouse The term "Symbotic Holdings Units" is used herein to represent limited liability company units of Symbotic Holdings and an equal number of paired shares of Class V-1 Common Stock or Class V-3 Common Stock of the Issuer, which, pursuant to the limited liability company agreement of Symbotic Holdings, are together 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 or Class V-3 Common Stock, as applicable. (Continued from Footnote 2) 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. Shares of Class V-3 Common Stock of the Issuer have no economic rights and each share of Class V-3 Common Stock entitles its holder to 3 votes per share. On February 26, 2024, The RBC Millennium Trust sold 2,085,296 shares of Class A Common Stock (the "Stock Sale") for an aggregate purchase price of $82,765,398. In anticipation of the Stock Sale, on February 26, 2024, The RBC Millennium Trust redeemed 2,085,296 Symbotic Holdings Units in exchange for an equal number of shares of Class A Common Stock (the "Redemption"). In connection with the Redemption, the Symbotic Holdings LLC ("Symbotic Holdings") cancelled the Symbotic Holdings Units and the Issuer and cancelled and retired for no consideration the redeemed 2,085,296 shares of Class V-3 Common Stock. Following the Stock Sale and the Redemption, Janet L. Cohen may be considered the beneficial owner of (i) 151,561,831 shares of Class V-3 Common Stock held of record by The RBC Millennium Trust and (ii) 13,858,114 shares of Class V-3 Common Stock and 545,835 shares of Class V-1 Common Stock held of record by the Jill Cohen Mill Trust, in each of which Ms. Cohen is a co-trustee and members of Ms. Cohen's immediate family are beneficiaries and, in each case, an equal number of the paired Symbotic Holdings Units. On February 26, 2024, The RBC 2021 4 Year GRAT sold 2,279,097 shares of Class A Common Stock (the "GRAT Stock Sale") for an aggregate purchase price of $90,457,360. In anticipation of the GRAT Stock Sale, on February 26, 2024, The RBC 2021 4 Year GRAT redeemed 2,279,097 Symbotic Holdings Units in exchange for an equal number of shares of Class A Common Stock (the "GRAT Redemption"). In connection with the GRAT Redemption, Symbotic Holdings cancelled the Symbotic Holdings Units and the Issuer cancelled and retired for no consideration the redeemed 2,279,097 shares of Class V-1 Common Stock. On February 26, 2024, RJJRP Holdings, Inc. sold 602,158 shares of Class A Common Stock (the "RJJRP Stock Sale" and, together with the Trust Stock Sale and the GRAT Stock Sale, the "Spousal Stock Sales") for an aggregate purchase price of $23,899,651. In anticipation of the RJJRP Stock Sale, on February 26, 2024, RJJRP Holdings, Inc. redeemed 602,158 Symbotic Holdings Units in exchange for an equal number of shares of Class A Common Stock (the "RJJRP Redemption" and, together with the Trust Redemption and the GRAT Redemption, the "Spousal Redemptions"). In connection with the RJJRP Redemption, Symbotic Holdings cancelled the Symbotic Holdings Units and the Issuer cancelled and retired for no consideration the redeemed 602,158 shares of Class V-1 Common Stock. Following the Spousal Stock Sales and the Spousal Redemptions, Janet L. Cohen may be considered to have an additional indirect pecuniary interest in (i) 163,355,074 shares of Class V-3 Common Stock and 2,292,405 shares of Class V-1 Common Stock held of record by The RBC 2021 4 Year GRAT, of which Richard B. Cohen is trustee and the sole beneficiary, (ii) 41,549,600 shares of Class V-3 Common Stock and 2,215,990 shares of Class V-1 Common Stock held of record by RJJRP Holdings, Inc., of which Richard B. Cohen is a shareholder and the President and Chief Executive Officer, and (iii) 2,431,133 shares of Class V-3 Common Stock held of record by the Richard B. Cohen Revocable Trust, of which Richard B. Cohen is trustee and the sole beneficiary and, in each case, an equal number of the paired Symbotic Holdings Units (such units, the "Spousal Units"). (Continued from Footnote 7) Janet L. Cohen does not have voting or investment control over the Spousal Units and disclaims beneficial ownership of the Spousal Units except to the extent that Ms. Cohen may be considered to have an indirect pecuniary interest therein. This report shall not be deemed an admission that the Reporting Persons are the beneficial owners of the Spousal Units for purposes of Section 16 or for any other purpose. On February 26, 2024, the Richard B. Cohen Revocable Trust sold 33,449 shares of Class A Common Stock (the "Trust Stock Sale") for an aggregate purchase price of $1,327,591. In anticipation of the Trust Stock Sale, on February 26, 2024, the Richard B. Cohen Revocable Trust redeemed 33,449 Symbotic Holdings Units in exchange for an equal number of shares of Class A Common Stock (the "Trust Redemption"). In connection with the Trust Redemption, Symbotic Holdings cancelled the Symbotic Holdings Units and the Issuer cancelled and retired for no consideration the redeemed 33,449 shares of Class V-3 Common Stock. The term "Symbotic Holdings Units" is used herein to represent limited liability company units of Symbotic Holdings and an equal number of paired shares of Class V-1 Common Stock or Class V-3 Common Stock of the Issuer, which, pursuant to the limited liability company agreement of Symbotic Holdings, are together 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 or Class V-3 Common Stock, as applicable. /s/ Corey Dufresne, Attorney-in-Fact for Janet L. Cohen 2024-02-28 /s/ Corey Dufresne, Attorney-in-Fact for RBC Millennium Trust 2024-02-28