| | | | | | | | | | | | | | | | | | | | | |
Ownership Document |
Schema Version: X0508 |
Document Type: 4 |
Period of Report: 4/1/24 |
Not Subject to Section 16: 0 |
Issuer: |
| Issuer CIK: 1837240 |
| Issuer Name: Symbotic Inc. |
| Issuer Trading Symbol: SYM |
Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1933434 |
| | Owner Name: Dunn Michael David |
| Reporting Owner Address: |
| | Owner Street 1: C/O SYMBOTIC INC., 200 RESEARCH DRIVE |
| | Owner Street 2: |
| | Owner City: WILMINGTON |
| | Owner State: MA |
| | Owner ZIP Code: 01887 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? No |
| | Is Officer? Yes |
| | Is Ten Percent Owner? No |
| | Is Other? No |
| | Officer Title: See Remarks |
Aff 10b5 One: 1 |
Non-Derivative Table: |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Class A Common Stock |
| | Transaction Date: |
| | | Value: 4/1/24 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: S |
| | | Equity Swap Involved? No |
| | | Footnote ID: F1 |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 2000 |
| | | Transaction Price Per Share: |
| Value: 45.52 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 63,646 |
| Footnote ID: F2 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: By Dunn Family Holding LLC |
| Footnote ID: F3 |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Class A Common Stock |
| | Transaction Date: |
| | | Value: 4/1/24 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: M |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 5,498 |
| | | Transaction Price Per Share: |
| Footnote ID: F4 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 69,144 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: By Dunn Family Holding LLC |
| Footnote ID: F3 |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Class A Common Stock |
| | Transaction Date: |
| | | Value: 4/1/24 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: M |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 7,666 |
| | | Transaction Price Per Share: |
| Footnote ID: F4 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 76,810 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: By Dunn Family Holding LLC |
| Footnote ID: F3 |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Class A Common Stock |
| | Transaction Date: |
| | | Value: 4/2/24 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: S |
| | | Equity Swap Involved? No |
| | | Footnote ID: F5 |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 5,444 |
| | | Transaction Price Per Share: |
| Value: 43.2906 |
| Footnote ID: F6 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 71,366 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: By Dunn Family Holding LLC |
| Footnote ID: F3 |
Derivative Table: |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Restricted Stock Units |
| | Conversion or Exercise Price: |
| | | Footnote ID: F7 |
| | Transaction Date: |
| | | Value: 4/1/24 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: M |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 5,498 |
| | | Transaction Price Per Share: |
| Value: 0 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Exercise Date: |
| | | Footnote ID: F8 |
| | Expiration Date: |
| | | Footnote ID: F8 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Class A Common Stock |
| | | Underlying Security Shares: |
| Value: 5,498 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 38,488 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Restricted Stock Units |
| | Conversion or Exercise Price: |
| | | Footnote ID: F7 |
| | Transaction Date: |
| | | Value: 4/1/24 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: M |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 7,666 |
| | | Transaction Price Per Share: |
| Value: 0 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Exercise Date: |
| | | Footnote ID: F9 |
| | Expiration Date: |
| | | Footnote ID: F9 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Class A Common Stock |
| | | Underlying Security Shares: |
| Value: 7,666 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 23,004 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
Footnotes: |
| Footnote - F1: This transaction was executed pursuant to a trading plan entered into by the Reporting Person on August 18, 2023, in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended. |
| Footnote - F2: Reflects securities beneficially owned following the reported transaction after 65,646 securities previously owned directly by the Reporting Person were contributed to Dunn Family Holding LLC on March 11, 2024. |
| Footnote - F3: The Reporting Person may be considered the beneficial owner of securities held by Dunn Family Holding LLC, of which the Reporting Person is the Chief Manager. The Reporting Person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. |
| Footnote - F4: Restricted stock units convert into Class A common stock on a one-for-one basis. |
| Footnote - F5: This transaction represents shares required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting and settlement of restricted stock units. These sales were mandated by the Issuer's election under its equity incentive plans to require the satisfaction of a tax withholding obligation to be funded by a "sell to cover" transaction, and do not represent discretionary trades by the Reporting Person. |
| Footnote - F6: 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 $42.98 to $43.61, 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. |
| Footnote - F7: Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class A common stock. |
| Footnote - F8: On August 17, 2022, the reporting person was granted 87,970 restricted stock units that vest as follows: 1/4 of the restricted stock units vest on January 1, 2023, and 1/16 of the restricted stock units vest quarterly thereafter, subject to the Reporting Person continued service with the Issuer on the applicable vesting dates. |
| Footnote - F9: On August 17, 2022, the reporting person was granted 92,000 restricted stock units that vest as follows: 1/3 of the restricted stock units vest on January 1, 2023, and 1/12 of the restricted stock units vest quarterly thereafter, subject to the Reporting Person continued service with the Issuer on the applicable vesting dates. |
Remarks: Reporting Person's title is Senior Vice President, Sales, Marketing & Product Strategy. |
Owner Signature: |
| Signature Name: /s/ Corey Dufresne, as Attorney-in-Fact for Michael D. Dunn |
| Signature Date: 4/3/24 |