4//SEC Filing
SOFTBANK GROUP CORP. 4
Accession 0001062993-23-015316
CIK 0001837240other
Filed
Jul 24, 8:00 PM ET
Accepted
Jul 25, 5:43 PM ET
Size
23.4 KB
Accession
0001062993-23-015316
Insider Transaction Report
Form 4
SVF II SPAC Investment 3 (DE) LLC
10% Owner
Transactions
- Purchase
Class A Common Stock
2023-07-23$28.05/sh+17,825,312$500,000,002→ 17,825,312 total(indirect: By LLC) - Other
Common Stock Warrants (right to buy)
2023-07-23+11,434,360→ 11,434,360 total(indirect: By Sunlight Investment Corp.)Exercise: $41.97→ Class A Common Stock (11,434,360 underlying)
Holdings
- 20,000,000(indirect: By LLC)
Class A Common Stock
- 2,000,000(indirect: By SB Northstar LP)
Class A Common Stock
SVF II Aggregator (Jersey) L.P.
10% Owner
Transactions
- Purchase
Class A Common Stock
2023-07-23$28.05/sh+17,825,312$500,000,002→ 17,825,312 total(indirect: By LLC) - Other
Common Stock Warrants (right to buy)
2023-07-23+11,434,360→ 11,434,360 total(indirect: By Sunlight Investment Corp.)Exercise: $41.97→ Class A Common Stock (11,434,360 underlying)
Holdings
- 2,000,000(indirect: By SB Northstar LP)
Class A Common Stock
- 20,000,000(indirect: By LLC)
Class A Common Stock
SOFTBANK VISION FUND II-2 L.P.
10% Owner
Transactions
- Purchase
Class A Common Stock
2023-07-23$28.05/sh+17,825,312$500,000,002→ 17,825,312 total(indirect: By LLC) - Other
Common Stock Warrants (right to buy)
2023-07-23+11,434,360→ 11,434,360 total(indirect: By Sunlight Investment Corp.)Exercise: $41.97→ Class A Common Stock (11,434,360 underlying)
Holdings
- 2,000,000(indirect: By SB Northstar LP)
Class A Common Stock
- 20,000,000(indirect: By LLC)
Class A Common Stock
SOFTBANK CORP
10% Owner
Transactions
- Purchase
Class A Common Stock
2023-07-23$28.05/sh+17,825,312$500,000,002→ 17,825,312 total(indirect: By LLC) - Other
Common Stock Warrants (right to buy)
2023-07-23+11,434,360→ 11,434,360 total(indirect: By Sunlight Investment Corp.)Exercise: $41.97→ Class A Common Stock (11,434,360 underlying)
Holdings
- 2,000,000(indirect: By SB Northstar LP)
Class A Common Stock
- 20,000,000(indirect: By LLC)
Class A Common Stock
SVF II Holdings (DE) LLC
10% Owner
Transactions
- Other
Common Stock Warrants (right to buy)
2023-07-23+11,434,360→ 11,434,360 total(indirect: By Sunlight Investment Corp.)Exercise: $41.97→ Class A Common Stock (11,434,360 underlying) - Purchase
Class A Common Stock
2023-07-23$28.05/sh+17,825,312$500,000,002→ 17,825,312 total(indirect: By LLC)
Holdings
- 20,000,000(indirect: By LLC)
Class A Common Stock
- 2,000,000(indirect: By SB Northstar LP)
Class A Common Stock
SB Northstar GP
10% Owner
Transactions
- Other
Common Stock Warrants (right to buy)
2023-07-23+11,434,360→ 11,434,360 total(indirect: By Sunlight Investment Corp.)Exercise: $41.97→ Class A Common Stock (11,434,360 underlying) - Purchase
Class A Common Stock
2023-07-23$28.05/sh+17,825,312$500,000,002→ 17,825,312 total(indirect: By LLC)
Holdings
- 20,000,000(indirect: By LLC)
Class A Common Stock
- 2,000,000(indirect: By SB Northstar LP)
Class A Common Stock
SB Management Ltd
10% Owner
Transactions
- Other
Common Stock Warrants (right to buy)
2023-07-23+11,434,360→ 11,434,360 total(indirect: By Sunlight Investment Corp.)Exercise: $41.97→ Class A Common Stock (11,434,360 underlying) - Purchase
Class A Common Stock
2023-07-23$28.05/sh+17,825,312$500,000,002→ 17,825,312 total(indirect: By LLC)
Holdings
- 2,000,000(indirect: By SB Northstar LP)
Class A Common Stock
- 20,000,000(indirect: By LLC)
Class A Common Stock
SB Global Advisers Ltd
10% Owner
Transactions
- Purchase
Class A Common Stock
2023-07-23$28.05/sh+17,825,312$500,000,002→ 17,825,312 total(indirect: By LLC) - Other
Common Stock Warrants (right to buy)
2023-07-23+11,434,360→ 11,434,360 total(indirect: By Sunlight Investment Corp.)Exercise: $41.97→ Class A Common Stock (11,434,360 underlying)
Holdings
- 20,000,000(indirect: By LLC)
Class A Common Stock
- 2,000,000(indirect: By SB Northstar LP)
Class A Common Stock
Footnotes (6)
- [F1]Pursuant to that certain Stock Purchase Agreement, dated as of July 23, 2023, by and among The RBC Millennium Trust, the Richard B. Cohen Revocable Trust (together with The RBC Millennium Trust, the "Sellers") and SVF II Strategic Investments AIV LLC ("SSI AIV"), SSI AIV purchased an aggregate of 17,825,312 shares of Class A common stock of the issuer from the Sellers for an aggregate purchase price of $500 million.
- [F2]SoftBank Group Corp. ("SoftBank"), which is a publicly traded company listed on the Tokyo Stock Exchange, is the sole shareholder of SB Global Advisers Limited ("SBGA"), which has been appointed as manager and is exclusively responsible for making final decisions related to the acquisition, structuring, financing and disposal of SoftBank Vision Fund II-2 L.P.'s investments, including as held by SVF II SPAC Investment 3 (DE) LLC. SoftBank Vision Fund II-2 L.P. is the sole limited partner of SVF II Aggregator (Jersey) L.P., which is the sole member of SVF II Holdings (DE) LLC, which is the sole member of SVF II SPAC Investment 3 (DE) LLC. SoftBank is the parent company of SB Northstar GP, which is the general partner of SB Northstar LP. (Footnote continued in Footnote 3)
- [F3](Continued from Footnote 2) SoftBank is the parent company of SSI AIV, which is the sole stockholder of Sunlight Investment Corp. As a result of these relationships, each of the foregoing entities may be deemed to share beneficial ownership of the securities reported herein.
- [F4]The warrants were issued pursuant to that certain Framework Agreement, dated as of July 23, 2023, by and among the issuer, Symbotic Holdings LLC, Symbotic LLC, Sunlight Investment Corp., SSI AIV and GreenBox Systems LLC.
- [F5]Exercise of the warrants is subject to certain conditions set forth in the warrant, including the satisfaction of certain funding obligations pursuant to that certain Master Services, License and Equipment Agreement, dated as of July 23, 2023, by and between GreenBox Systems LLC and Symbotic LLC (the "MSLEA").
- [F6]The warrants expire on the later of (i) expiration of the term of the MSLEA and (ii) the date that is the 36-month anniversary of the date on which the warrant vested with respect to the applicable shares. The term of the MSLEA expires on July 23, 2027 unless earlier terminated pursuant to the terms of the MSLEA; provided that the term may be extended by GreenBox Systems LLC until July 23, 2029, subject to certain conditions.
Issuer
Symbotic Inc.
CIK 0001837240
Entity typeother
Related Parties
1- filerCIK 0001065521
Filing Metadata
- Form type
- 4
- Filed
- Jul 24, 8:00 PM ET
- Accepted
- Jul 25, 5:43 PM ET
- Size
- 23.4 KB