Cohen Richard B's Form 4 filing
Symbotic Inc. (SYM) · filed Jul 27, 2023
- Accession no.
- 0000899243-23-017568
- Filed
- Jul 27, 2023, 8:35 PM ET
- Trade date
- Jul 24-25, 2023
- Filing delay
- 3 daysLate
- Rule 10b5-1 plan
- Not checked
This filing lists 8 non-derivative transactions and 2 derivative transactions. Open-market sales total $500.0M. It was filed 3 days after the trade, past the 2-business-day deadline.
Reporting owners
A Form 4 can have several reporting owners, such as a person and a fund they control. Trade tables show the first one.
| Owner | Relationship to the company |
|---|---|
| Cohen Richard BCIK 0001933447 | Director, Officer (See Remarks), 10% Owner |
| RJJRP Holdings, Inc.CIK 0001932962 | 10% Owner |
| RBC 2021 4 Year GRATCIK 0001932966 | 10% Owner |
Non-derivative securities (Table I)
Acquisitions and disposals of common stock and similar shares, one row per line on the filing.
| Trade date | Security | Transaction | Shares | Price | Value | Shares after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Jul 24, 2023 | Class V-1 Common Stock | JOtherDisposed | −2,058,420 | –F1,F2,F3 | – | 0 | Indirect | |
| Jul 24, 2023 | Class V-3 Common Stock | JOtherDisposed | −1,506,642 | –F1,F2,F3 | – | 3,464,582 | Indirect | |
| Jul 24, 2023 | Class A Common Stock | JOtherAcquired | +3,565,062 | –F1,F2,F3 | – | 3,565,062 | Indirect | |
| Jul 25, 2023 | Class A Common Stock | SSaleDisposed | −3,565,062 | $28.05 | −$99,999,989.1 | 0 | Indirect | |
| Jul 24, 2023 | Class V-1 Common Stock | JOtherDisposed | −6,362,808 | –F2,F3,F6 | – | 545,835 | Indirect | |
| Jul 24, 2023 | Class V-3 Common Stock | JOtherDisposed | −7,897,442 | –F2,F3,F6 | – | 167,505,271 | Indirect | |
| Jul 24, 2023 | Class A Common Stock | JOtherAcquired | +14,260,250 | –F2,F3,F6 | – | 14,260,250 | Indirect | |
| Jul 25, 2023 | Class A Common Stock | SSaleDisposed | −14,260,250 | $28.05 | −$400,000,012.5 | 0 | Indirect |
Derivative securities (Table II)
Options, warrants, restricted stock units and similar. Shares are the underlying shares; price and value are for the derivative itself, and the holding after is in derivative units.
Footnotes and remarks
Livermore keeps the footnotes that transaction prices refer to, all footnotes of amendments (Form 4/A) and the filing's remarks. Other footnotes, such as how indirect holdings are held or the details of a trading plan, are only in the original on SEC EDGAR.
- F1
On July 25, 2023, the Richard B. Cohen Revocable Trust sold 3,565,062 shares of Class A Common Stock (the "Stock Sale") for an aggregate purchase price of $100,000,000. In anticipation of the 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 "Redemption"). In connection with the Redemption, the Symbotic Holdings LLC ("Symbotic Holdings") cancelled the Symbotic Holdings Units and the Issuer cancelled and retired for no consideration the redeemed 2,058,420 shares of Class V-1 Common Stock and 1,506,642 shares of Class V-3 Common Stock.
Referenced by the price of 3 transactions in Table I.
- 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.
Referenced by the price of 6 transactions in Table I and 2 transactions in Table II.
- 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.
Referenced by the price of 6 transactions in Table I and 2 transactions in Table II.
- F6
On July 25, 2023, The RBC Millennium Trust sold 14,260,250 shares of Class A Common Stock (the "Spousal Stock Sale") for an aggregate purchase price of $400,000,000. In anticipation of the Spousal 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 "Spousal Redemption"). In connection with the Spousal Redemption, Symbotic Holdings cancelled the Symbotic Holdings Units the Issuer and 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.
Referenced by the price of 3 transactions in Table I.
Remarks
Board Chair, President and Chief Executive Officer