Thomas C Ernst JR Form 4 Symbotic / Thomas C Ernst JR ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Ernst Thomas C JR

(Last) (First) (Middle)

C/O SYMBOTIC INC., 200 RESEARCH DRIVE

(Street)

WILMINGTON MA 01887

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Symbotic Inc. [ SYM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/29/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class V-1 Common Stock(1)(2)	08/30/2023		J(1)(2)(3)		118,698	D	(1)(2)(3)	873,279	D
Class A Common Stock	08/30/2023		J(1)(2)(3)		118,698	A	(1)(2)(3)	119,124	D
Class A Common Stock	08/29/2023		S		75,152	D	$39.6199(4)	43,972	D
Class A Common Stock	08/29/2023		S		3,823	D	$40.1784(5)	40,149	D
Class A Common Stock	08/30/2023		S		13,955	D	$38.0111(6)	26,194	D
Class A Common Stock	08/30/2023		S		17,728	D	$39.4068(7)	8,466	D
Class A Common Stock	08/30/2023		S		8,040	D	$40.0659(8)	426	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Symbotic Holdings Units(1)(2)(3)	(1)(2)	08/30/2023		J(1)(2)(3)			118,698	(1)(2)	(1)(2)	Class A Common Stock	118,698	(1)(2)	873,279	D

Explanation of Responses:

1. 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.

2. The term "Symbotic Holdings Units" is used herein to represent limited liability company units of Symbotic Holdings LLC ("Symbotic Holdings") and an equal number of paired shares of Class V-1 Common Stock of the Issuer, which, pursuant to the limited liability company agreement of Symbotic Holdings, are 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.

3. On August 29 and August 30, 2023, the Reporting Person sold an aggregate of 118,698 shares of Class A Common Stock (the "Stock Sale"). In connection with the Stock Sale, effective August 30, 2023, the Reporting Person redeemed 118,698 Symbotic Holdings Units in exchange for an equal number of shares of Class A Common Stock (the "Redemption"). In connection with the Redemption, Symbotic Holdings cancelled the Symbotic Holdings Units and the Issuer cancelled and retired for no consideration the redeemed 118,698 shares of Class V-1 Common Stock.

4. 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 $39.09 to $40.08, 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.

5. 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 $40.09 to $40.57, 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.

6. 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 $37.80 to $38.72, 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.

7. 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 $38.84 to $38.82, 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.

8. 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 $39.84 to $40.31, 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.

Remarks:

	/s/ Corey Dufresne, Attorney-in-Fact	08/31/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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