4//SEC Filing
RBC Millennium Trust 4
Accession 0000899243-23-017569
CIK 0001837240other
Filed
Jul 26, 8:00 PM ET
Accepted
Jul 27, 8:37 PM ET
Size
33.6 KB
Accession
0000899243-23-017569
Insider Transaction Report
Form 4
Cohen Janet L
10% Owner
Transactions
- Other
Class A Common Stock
2023-07-24+14,260,250→ 14,260,250 total(indirect: By Trust) - Other
Symbotic Holdings Units
2023-07-24−14,260,250→ 153,647,127 total(indirect: By Trust)→ Class A Common Stock (14,260,250 underlying) - Other
Class V-1 Common Stock
2023-07-24−6,362,808→ 0 total(indirect: By Trust) - Other
Class V-3 Common Stock
2023-07-24−7,897,442→ 153,647,127 total(indirect: By Trust) - Other
Class V-3 Common Stock
2023-07-24−1,506,642→ 211,187,404 total(indirect: By Spouse) - Sale
Class A Common Stock
2023-07-25$28.05/sh−3,565,062$99,999,989→ 0 total(indirect: By Spouse) - Sale
Class A Common Stock
2023-07-25$28.05/sh−14,260,250$400,000,013→ 0 total(indirect: By Trust) - Other
Class V-1 Common Stock
2023-07-24−2,058,420→ 4,571,502 total(indirect: By Spouse) - Other
Class A Common Stock
2023-07-24+3,565,062→ 3,565,062 total(indirect: By Spouse) - Other
Symbotic Holdings Units
2023-07-24−3,565,062→ 215,758,906 total(indirect: By Spouse)→ Class A Common Stock (3,565,062 underlying)
Holdings
- 13,858,144(indirect: By Trust)
Class V-3 Common Stock
- 545,835(indirect: By Trust)
Class V-1 Common Stock
- 14,403,979(indirect: By Trust)
Symbotic Holdings Units
→ Class A Common Stock (14,403,979 underlying)
RBC Millennium Trust
10% Owner
Transactions
- Other
Class V-1 Common Stock
2023-07-24−6,362,808→ 0 total(indirect: By Trust) - Other
Class A Common Stock
2023-07-24+14,260,250→ 14,260,250 total(indirect: By Trust) - Other
Class V-3 Common Stock
2023-07-24−7,897,442→ 153,647,127 total(indirect: By Trust) - Sale
Class A Common Stock
2023-07-25$28.05/sh−14,260,250$400,000,013→ 0 total(indirect: By Trust) - Other
Class A Common Stock
2023-07-24+3,565,062→ 3,565,062 total(indirect: By Spouse) - Other
Class V-1 Common Stock
2023-07-24−2,058,420→ 4,571,502 total(indirect: By Spouse) - Sale
Class A Common Stock
2023-07-25$28.05/sh−3,565,062$99,999,989→ 0 total(indirect: By Spouse) - Other
Symbotic Holdings Units
2023-07-24−14,260,250→ 153,647,127 total(indirect: By Trust)→ Class A Common Stock (14,260,250 underlying) - Other
Class V-3 Common Stock
2023-07-24−1,506,642→ 211,187,404 total(indirect: By Spouse) - Other
Symbotic Holdings Units
2023-07-24−3,565,062→ 215,758,906 total(indirect: By Spouse)→ Class A Common Stock (3,565,062 underlying)
Holdings
- 13,858,144(indirect: By Trust)
Class V-3 Common Stock
- 545,835(indirect: By Trust)
Class V-1 Common Stock
- 14,403,979(indirect: By Trust)
Symbotic Holdings Units
→ Class A Common Stock (14,403,979 underlying)
Footnotes (6)
- [F1]On July 25, 2023, The RBC Millennium Trust sold 14,260,250 shares of Class A Common Stock (the "Stock Sale") for an aggregate purchase price of $400,000,000. In anticipation of the Stock Sale, on July 24, 2023, The RBC Millennium Trust redeemed 14,260,250 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 LLC ("Symbotic Holdings") cancelled the Symbotic Holdings Units and the Issuer cancelled and retired for no consideration the redeemed 6,362,808 shares of Class V-1 Common Stock and 7,897,442 shares of Class V-3 Common Stock.
- [F2]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.
- [F3](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.
- [F4]Following the Stock Sale and the Redemption, Janet L. Cohen may be considered the beneficial owner of (i) 153,647,127 shares of Class V-3 Common Stock held of record by The RBC Millennium Trust, for which Ms. Cohen is a co-trustee and one of the beneficiaries thereof and (ii) 13,858,144 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, for which Ms. Cohen is a co-trustee and members of Ms. Cohen's immediate family are beneficiaries and, in each case, an equal number the paired Symbotic Holdings Units.
- [F5]On July 25, 2023, the Richard B. Cohen Revocable Trust sold 3,565,062 shares of Class A Common Stock (the "Spousal Stock Sale") for an aggregate purchase price of $100,000,000. In anticipation of the Spousal Stock Sale, on July 24, 2023, the Richard B. Cohen Revocable Trust redeemed 3,565,062 Symbotic Holdings Units in exchange for an equal number of shares of Class A Common Stock (the "Spousal Redemption"). In connection with the Spousal Redemption, Symbotic Holdings cancelled the Symbotic Holdings Units and the Issuer cancelled and retired for no consideration the 2,058,420 shares of Class V-1 Common Stock and 1,506,642 shares of Class V-3 Common Stock that were redeemed.
- [F6]Following the Spousal Stock Sale and the Spousal Redemption, Janet L. Cohen may be considered to have an additional indirect pecuniary interest in 215,758,906 Symbotic Holdings Units (including the equivalent number of paired shares of Class V-1 or Class V-3 Common Stock) held by the Richard B. Cohen Revocable Trust, RBC 2021 4 Year GRAT and RJJRP Holdings, Inc., (together, the "Spousal Shares") in which Ms. Cohen's spouse is the trustee or Chief Executive Officer, as applicable, and to which members of Ms. Cohen's immediate family have a pecuniary interest. Janet L. Cohen does not have voting or investment control over the Spousal Shares and disclaims beneficial ownership of the Spousal Shares 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 Shares for purposes of Section 16 or for any other purpose.
Documents
Issuer
Symbotic Inc.
CIK 0001837240
Entity typeother
Related Parties
1- filerCIK 0001932964
Filing Metadata
- Form type
- 4
- Filed
- Jul 26, 8:00 PM ET
- Accepted
- Jul 27, 8:37 PM ET
- Size
- 33.6 KB