Palladyne AI (PDYN) Form 3 Sarcos Technology & Robotics / JORGEN PEDERSEN 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^*

PEDERSEN JORGEN

(Last) (First) (Middle)

C/O SARCOS TECHNOLOGY AND ROBOTICS CORP

650 SOUTH 500 WEST, SUITE 150

(Street)

SEATTLE WA 84101

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/25/2022

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

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

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

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	6,184,828(1)(2)	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

Explanation of Responses:

1. Reflects shares of common stock of Sarcos Technology and Robotics Corporation ("Sarcos") acquired on April 25, 2022, upon the completion of the acquisition of RE2, Inc., and pursuant to the Agreement and Plan of Reorganization (the "Merger Agreement") with Spiral Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of Sarcos, and Spiral Merger Sub II, LLC, a Delaware limited liability company and a wholly owned subsidiary of Sarcos, RE2, Inc., a Pennsylvania corporation, and Draper Triangle Ventures III, LP, a Delaware limited partnership, solely in its capacity as the agent for and on behalf of the shareholders of RE2 under the Merger Agreement. The Merger Agreement and the transactions contemplated therein, including the issuance of stock consideration, were approved by the board of directors of Sarcos.

2. The shares of common stock include (a) 1,400,000 shares subject to a right of redemption of Sarcos in the event of the reporting person's resignation without good reason or termination for cause (as such terms are defined in the reporting person's employment agreement) pursuant to that certain Redemption Rights Agreement, dated March 27, 2022, between the reporting person and Sarcos and (b) 64,844 shares to be held in escrow for a period of eighteen months pursuant to the Merger Agreement for the satisfaction of certain indemnification and purchase price adjustment provisions thereof.

Remarks:

	/s/ Steve Sonne, attorney-in-fact on behalf of Jorgen Pedersen	05/05/2022
	** 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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