4//SEC Filing
Cohen Richard B 4
Accession 0001933447-25-000005
CIK 0001837240other
Filed
Dec 11, 7:00 PM ET
Accepted
Dec 12, 7:45 PM ET
Size
20.0 KB
Accession
0001933447-25-000005
Insider Transaction Report
Form 4
Cohen Richard B
DirectorSee Remarks10% Owner
Transactions
- Other
Class V-1 Common Stock
2025-12-11+1,000,000→ 1,520,835 total(indirect: By Spouse) - Gift
Class V-1 Common Stock
2025-12-11−1,000,000→ 520,835 total(indirect: By Spouse) - Other
Symbotic Holdings Units
2025-12-11+1,000,000→ 166,940,810 total(indirect: By Spouse)→ Class A Common Stock (1,000,000 underlying) - Gift
Symbotic Holdings Units
2025-12-11−1,000,000→ 165,940,810 total(indirect: By Spouse)→ Class A Common Stock (1,000,000 underlying)
Holdings
- 2,215,990(indirect: By RJJRP Holdings, Inc.)
Class V-1 Common Stock
- 43,765,590(indirect: By RJJRP Holdings, Inc.)
Symbotic Holdings Units
→ Class A Common Stock (43,765,590 underlying) - 1,681,133(indirect: By Trust)
Symbotic Holdings Units
→ Class A Common Stock (1,681,133 underlying)
Footnotes (9)
- [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 December 11, 2025, the Reporting Person's spouse received a distribution (the "Trust Distribution") of 1,000,000 shares of Class V-1 common stock and an equal number of paired Symbotic Holdings Units from The RBC Millennium GST Non-Exempt Trust, of which the Reporting Person's spouse is a beneficiary.
- [F4]In addition to the Trust Distribution, the Reporting Person may be considered to have an indirect pecuniary interest in 520,835 shares of Class V-1 Common Stock held by The Tulia Mill Trust, in which Mr. Cohen's spouse acts as trustee and to which members of Mr. Cohen's immediate family have a pecuniary interest. The Reporting Person does not have voting or investment control over such securities and disclaims beneficial ownership of such securities except to the extent that Mr. 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 such securities for purposes of Section 16 or for any other purpose.
- [F5]Represents a bona fide gift to a charitable donor-advised fund. Price is not applicable to acquisitions or dispositions resulting from bona fide gifts.
- [F6]The Reporting Person may be considered the beneficial owner of shares of Class V-1 Common Stock and Symbotic Holdings Units held of record by RJJRP Holdings, Inc., of which Richard B. Cohen is a shareholder and the President and Chief Executive Officer.
- [F7]In addition to the Trust Distribution, the Reporting Person may be considered to have an additional indirect pecuniary interest in 165,940,810 of Symbotic Holdings Units (including the equivalent number of paired shares of Class V-1 or Class V-3 Common Stock) held by The RBC Millennium Trust and The Tulia Mill Trust in which Mr. Cohen's spouse acts as trustee and to which members of Mr. Cohen's immediate family have a pecuniary interest. Richard B. 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 Mr. 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.
- [F8]The Reporting Person may be considered the beneficial owner of shares of Symbotic Holdings Units (including the equivalent number of paired shares of Class V-1 and Class V-3 Common Stock) held of record by RJJRP Holdings, Inc., of which Richard B. Cohen is a shareholder and the President and Chief Executive Officer.
- [F9]The Reporting Person may be considered the beneficial owner of shares of Symbotic Holdings Units (including the equivalent number of paired shares of Class V-3 Common Stock) held of record by the Richard B. Cohen Revocable Trust, of which Mr. Cohen is trustee and the sole beneficiary.
Documents
Issuer
Symbotic Inc.
CIK 0001837240
Entity typeother
Related Parties
1- filerCIK 0001933447
Filing Metadata
- Form type
- 4
- Filed
- Dec 11, 7:00 PM ET
- Accepted
- Dec 12, 7:45 PM ET
- Size
- 20.0 KB