Palladyne AI (PDYN) Form 3 Sarcos Technology & Robotics / Benjamin G Wolff ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Wolff Benjamin G

(Last) (First) (Middle)

C/O SARCOS TECHNOLOGY AND ROBOTICS CORP

360 WAKARA WAY

(Street)

SALT LAKE CITY UT 84108

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/24/2021

3. Issuer Name and Ticker or Trading Symbol
Sarcos Technology & Robotics Corp [ STRC ]

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

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
President & CEO

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	14,548,714(1)(2)	I	See footnote(3)
Common Stock	5,416,427(1)(2)(4)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)	(5)	03/22/2030	Common Stock	282,107	1.24	I	By spouse
Stock Option (right to buy)	(6)	05/11/2031	Common Stock	1,025,844	8.79	D

Explanation of Responses:

1. Reflects shares of common stock, of Sarcos Technology and Robotics Corporation ("Sarcos"), acquired on September 24, 2021, upon the completion of the merger (the "Business Combination") pursuant to the Agreement and Plan of Merger, dated as of April 5, 2021, as amended on August 28, 2021, by and among Sarcos Corp., Rotor Merger Sub Corp. and Rotor Acquisition Corp. (the "Merger Agreement").

2. At the effective time of the Business Combination (the "Effective Time"), (i) each share of Sarcos Corp. common stock outstanding immediately prior to the Effective Time was converted into the right to receive approximately 5.129222424 shares of the common stock of Sarcos, subject to rounding.

3. Represents shares of common stock held by Mares Leg Capital, LLC, an entity wholly owned by Mr. Wolff and his spouse Julie Wolff.

4. Represents 5,129,222 shares of common stock and 287,205 restricted stock units ("RSUs"), each RSU representing the right to receive one share of common stock of Sarcos, that will vest upon satisfaction of a liquidity event requirement satisfied on the earliest to occur of the twelve months following the closing of an IPO of the Issuer's equity securities pursuant to an effective registration statement, immediately prior to a change in control transaction or immediately prior to an acquisition of the common stock of the company. The Issuer's Board of Directors has waived the deemed the liquidity event requirement conditions satisfied effective as of the of the Business Combination.

5. 1/4 of the shares subject to the option vested on March 23, 2021 and 1/48 of the shares subject to the option vest monthly thereafter.

6. Vests and becomes exercisable as to 25% of the grant on the one-year anniversary of the closing of the Business Combination, and as to 1/36th of the remaining portion of the grant at the end of each month thereafter, provided that 100% immediately vests and becomes exercisable upon the earlier of (i) a termination of service for reason other than a voluntary termination by Mr. Wolff that is not for "good reason" or a termination by Sarcos for cause, in either case, on or within the twelve (12) month period following the consummation of a change of control or (ii) the death of Mr. Wolff.

Remarks:

	/s/ Julie Wolff, Attorney-in-fact on behalf of Benjamin G. Wolff	09/24/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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