4//SEC Filing
Cohen Janet L 4
Accession 0001837240-24-000126
CIK 0001837240other
Filed
May 23, 8:00 PM ET
Accepted
May 24, 7:36 PM ET
Size
19.3 KB
Accession
0001837240-24-000126
Insider Transaction Report
Form 4
Cohen Janet L
10% Owner
Transactions
- Other
Symbotic Holdings Units
2024-05-22−25,000→ 14,378,979 total(indirect: By Trust)→ Class A Common Stock (25,000 underlying) - Other
Class V-1 Common Stock
2024-05-22−25,000→ 520,835 total(indirect: By Trust) - Other
Class A Common Stock
2024-05-22+25,000→ 25,000 total(indirect: By Trust) - Sale
Class A Common Stock
2024-05-22$43.26/sh−25,000$1,081,553→ 0 total(indirect: By Trust)
Holdings
- 4,508,395(indirect: By Spouse)
Class V-1 Common Stock
- 151,561,831(indirect: By Trust)
Symbotic Holdings Units
→ Class A Common Stock (151,561,831 underlying) - 211,844,202(indirect: By Spouse)
Symbotic Holdings Units
→ Class A Common Stock (211,844,202 underlying)
Footnotes (8)
- [F1]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.
- [F2]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.
- [F3]On May 22, 2024, The Jill Cohen Mill Trust sold 25,000 shares of Class A Common Stock (the "Stock Sale"). In connection with the Stock Sale, effective May 22, 2024, The Jill Cohen Mill Trust redeemed 25,000 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 canceled the Symbotic Holdings Units, and the Issuer canceled and retired for no consideration the redeemed 25,000 shares of Class V-1 Common Stock.
- [F4]Janet L. Cohen may be considered the beneficial owner of securities held of record by the Jill Cohen Mill Trust. Ms. Cohen is a co-trustee of the Jill Cohen Mill Trust, as to which members of Ms. Cohen's immediate family have a pecuniary interest and may be deemed to have shared voting and investment power. Ms. Cohen disclaims beneficial ownership of such securities except to the extent of her pecuniary interest therein.
- [F5]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 $43.00 to $43.91 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.
- [F6]Janet L. Cohen may be considered to have an indirect pecuniary interest in shares of Class V-1 Common Stock held of record by The RBC 2021 4 Year GRAT and by RJJRP Holdings, Inc., 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. Ms. Cohen does not have voting or investment control over such securities and disclaims beneficial ownership of such securities 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 Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
- [F7]Janet L. Cohen may be considered the beneficial owner of securities held of record by the RBC Millennium Trust. Ms. Cohen is a co-trustee and one of the beneficiaries of the RBC Millennium Trust and may be deemed to have shared voting and investment power. Ms. Cohen disclaims beneficial ownership of such securities except to the extent of her pecuniary interest therein.
- [F8]Janet L. Cohen may be considered to have an indirect pecuniary interest in 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., 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 such securities and disclaims beneficial ownership of such securities 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 Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
Documents
Issuer
Symbotic Inc.
CIK 0001837240
Entity typeother
Related Parties
1- filerCIK 0001932965
Filing Metadata
- Form type
- 4
- Filed
- May 23, 8:00 PM ET
- Accepted
- May 24, 7:36 PM ET
- Size
- 19.3 KB