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Softbank Group Corp., et al. – ‘4’ for 7/23/23 re: Symbotic Inc.

On:  Tuesday, 7/25/23, at 5:43pm ET   ·   For:  7/23/23   ·   As:  10% Owner   ·   Accession #:  1062993-23-15316   ·   File #:  1-40175

Previous ‘4’:  ‘4’ on 6/28/23 for 6/26/23   ·   Next & Latest:  ‘4’ on 1/3/24 for 12/29/23

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 7/25/23  Softbank Group Corp.              4          10% Owner   1:19K  Symbotic Inc.                     Newsfile Corp./FA
          Softbank Vision Fund II-2 L.P.
          SB Management Ltd.
          SVF II Aggregator (Jersey) L.P.
          SB Northstar GP
          SB Global Advisers Ltd.
          SVF II Holdings (DE) LLC
          SVF II SPAC Investment 3 (DE) LLC

Statement of Changes in Beneficial Ownership of Securities by an Insider   —   Form 4   —   SEA’34

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 4           Statement of Changes in Beneficial Ownership of     HTML     16K 
                Securities by an Insider -- form4.xml/5.8


        

This ‘4’ Document is an XML Data File that may be rendered in various formats:

  Form 4    –   Plain Text   –  SEC Website  –  EDGAR System  –    XML Data    –  <?xml?> File
 
 
SEC Info℠ rendering:  Statement of Changes in Beneficial Ownership of Securities by an Insider
 

The SEC has not released XSLT Stylesheets needed to render this File’s XML Data as a Form.

This is our “Plain Text” rendering:
 
                                                                                                                                                                                
Ownership Document
 
Schema Version:  X0508
Document Type:  4
Period of Report:  7/23/23
Issuer:
Issuer CIK:  1837240
Issuer Name:  Symbotic Inc.
Issuer Trading Symbol:  SYM
Reporting Owner:
Reporting Owner ID:
Owner CIK:  1934312
Owner Name:  SVF II SPAC Investment 3 (DE) LLC
Reporting Owner Address:
Owner Street 1:  251 LITTLE FALLS DRIVE
Owner Street 2:
Owner City:  WILMINGTON
Owner State:  DE
Owner ZIP Code:  19808
Owner State Description:
Reporting Owner Relationship:
Is Director?  No
Is Officer?  No
Is Ten Percent Owner?  Yes
Is Other?  No
Reporting Owner:
Reporting Owner ID:
Owner CIK:  1883900
Owner Name:  SVF II Holdings (DE) LLC
Reporting Owner Address:
Owner Street 1:  251 LITTLE FALLS DRIVE
Owner Street 2:
Owner City:  WILMINGTON
Owner State:  DE
Owner ZIP Code:  19808
Owner State Description:
Reporting Owner Relationship:
Is Director?  No
Is Officer?  No
Is Ten Percent Owner?  Yes
Is Other?  No
Reporting Owner:
Reporting Owner ID:
Owner CIK:  1883559
Owner Name:  SVF II Aggregator (Jersey) L.P.
Reporting Owner Address:
Owner Street 1:  CRESTBRIDGE LIMITED
Owner Street 2:  47 ESPLANADE
Owner City:  ST. HELIER
Owner State:  Y9
Owner ZIP Code:  JE1 0BD
Owner State Description:  JERSEY
Reporting Owner Relationship:
Is Director?  No
Is Officer?  No
Is Ten Percent Owner?  Yes
Is Other?  No
Reporting Owner:
Reporting Owner ID:
Owner CIK:  1787613
Owner Name:  SOFTBANK VISION FUND II-2 L.P.
Reporting Owner Address:
Owner Street 1:  CRESTBRIDGE LIMITED
Owner Street 2:  47 ESPLANADE
Owner City:  ST. HELIER
Owner State:  Y9
Owner ZIP Code:  JE1 0BD
Owner State Description:  JERSEY
Reporting Owner Relationship:
Is Director?  No
Is Officer?  No
Is Ten Percent Owner?  Yes
Is Other?  No
Reporting Owner:
Reporting Owner ID:
Owner CIK:  1883884
Owner Name:  SB Global Advisers Ltd
Reporting Owner Address:
Owner Street 1:  69 GROSVENOR STREET
Owner Street 2:
Owner City:  LONDON
Owner State:  X0
Owner ZIP Code:  W1K 3JP
Owner State Description:  UNITED KINGDOM
Reporting Owner Relationship:
Is Director?  No
Is Officer?  No
Is Ten Percent Owner?  Yes
Is Other?  No
Reporting Owner:
Reporting Owner ID:
Owner CIK:  1972882
Owner Name:  SB Northstar GP
Reporting Owner Address:
Owner Street 1:  C/O WALKERS
Owner Street 2:  190 ELGIN AVENUE
Owner City:  GEORGE TOWN
Owner State:  E9
Owner ZIP Code:  KY1-9008
Owner State Description:  CAYMAN ISLANDS
Reporting Owner Relationship:
Is Director?  No
Is Officer?  No
Is Ten Percent Owner?  Yes
Is Other?  No
Reporting Owner:
Reporting Owner ID:
Owner CIK:  1818296
Owner Name:  SB Management Ltd
Reporting Owner Address:
Owner Street 1:  C/O WALKERS
Owner Street 2:  190 ELGIN AVENUE
Owner City:  GEORGE TOWN
Owner State:  E9
Owner ZIP Code:  KY1-9008
Owner State Description:  CAYMAN ISLANDS
Reporting Owner Relationship:
Is Director?  No
Is Officer?  No
Is Ten Percent Owner?  Yes
Is Other?  No
Reporting Owner:
Reporting Owner ID:
Owner CIK:  1065521
Owner Name:  SOFTBANK GROUP CORP.
Reporting Owner Address:
Owner Street 1:  1-7-1 KAIGAN
Owner Street 2:  MINATO-KU
Owner City:  TOKYO
Owner State:  M0
Owner ZIP Code:  105-7537
Owner State Description:  JAPAN
Reporting Owner Relationship:
Is Director?  No
Is Officer?  No
Is Ten Percent Owner?  Yes
Is Other?  No
Aff 10b5 One:  0
Non-Derivative Table:
Non-Derivative Transaction:
Security Title:
Value:  Class A Common Stock
Transaction Date:
Value:  7/23/23
Transaction Coding:
Transaction Form Type:  4
Transaction Code:  P
Equity Swap Involved?  No
Footnote ID:  F1
Transaction Amounts:
Transaction Shares:
Value:  17,825,312
Transaction Price Per Share:
Value:  28.05
Transaction Acquired-Disposed Code:
Value:  A
Post-Transaction Amounts:
Shares Owned Following Transaction:
Value:  17,825,312
Ownership Nature:
Direct or Indirect Ownership:
Value:  I
Nature of Ownership:
Value:  By SVF II Strategic Investments AIV LLC
Footnote ID:  F2
Footnote ID:  F3
Non-Derivative Holding:
Security Title:
Value:  Class A Common Stock
Post-Transaction Amounts:
Shares Owned Following Transaction:
Value:  20,000,000
Ownership Nature:
Direct or Indirect Ownership:
Value:  I
Nature of Ownership:
Value:  By SVF II SPAC Investment 3 (DE) LLC
Footnote ID:  F2
Footnote ID:  F3
Non-Derivative Holding:
Security Title:
Value:  Class A Common Stock
Post-Transaction Amounts:
Shares Owned Following Transaction:
Value:  2,000,000
Ownership Nature:
Direct or Indirect Ownership:
Value:  I
Nature of Ownership:
Value:  By SB Northstar LP
Footnote ID:  F2
Footnote ID:  F3
Derivative Table:
Derivative Transaction:
Security Title:
Value:  Common Stock Warrants (right to buy)
Conversion or Exercise Price:
Value:  41.9719
Transaction Date:
Value:  7/23/23
Transaction Coding:
Transaction Form Type:  4
Transaction Code:  J
Equity Swap Involved?  No
Footnote ID:  F4
Transaction Amounts:
Transaction Shares:
Value:  11,434,360
Transaction Price Per Share:
Footnote ID:  F4
Transaction Acquired-Disposed Code:
Value:  A
Exercise Date:
Footnote ID:  F5
Expiration Date:
Footnote ID:  F6
Underlying Security:
Underlying Security Title:
Value:  Class A Common Stock
Underlying Security Shares:
Value:  11,434,360
Post-Transaction Amounts:
Shares Owned Following Transaction:
Value:  11,434,360
Ownership Nature:
Direct or Indirect Ownership:
Value:  I
Nature of Ownership:
Value:  By Sunlight Investment Corp.
Footnote ID:  F2
Footnote ID:  F3
Footnotes:
Footnote - 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.
Footnote - 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)
Footnote - 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.
Footnote - 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.
Footnote - 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").
Footnote - 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.
Owner Signature:
Signature Name:  SVF II SPAC Investment 3 (DE) LLC, By: /s/ Jonathan Duckles, as Director
Signature Date:  7/25/23
Owner Signature:
Signature Name:  SVF II Holdings (DE) LLC, By: /s/ Jonathan Duckles, as Director
Signature Date:  7/25/23
Owner Signature:
Signature Name:  SVF II Aggregator (Jersey) L.P., By: SB Global Advisers Limited, its Manager /s/ Alex Clavel, as Director
Signature Date:  7/25/23
Owner Signature:
Signature Name:  SoftBank Vision Fund II-2 L.P., By: SB Global Advisers Limited, its Manager /s/ Alex Clavel, as Director
Signature Date:  7/25/23
Owner Signature:
Signature Name:  SB Global Advisers Limited, By: /s/ Alex Clavel, as Director
Signature Date:  7/25/23
Owner Signature:
Signature Name:  SB Northstar GP, By: /s/ Stephen Lam, as Director
Signature Date:  7/25/23
Owner Signature:
Signature Name:  SB Northstar LP, By: SB Northstar GP, its General Partner /s/ Stephen Lam, as Director
Signature Date:  7/25/23
Owner Signature:
Signature Name:  SoftBank Group Corp., By: /s/ Yuko Yamamoto, as Head of Corporate Legal Department
Signature Date:  7/25/23


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