Northstar GP SB Form 4 Symbotic / Northstar GP SB 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^*

SVF II SPAC Investment 3 (DE) LLC

(Last) (First) (Middle)

251 LITTLE FALLS DRIVE

(Street)

WILMINGTON DE 19808

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

3. Date of Earliest Transaction (Month/Day/Year)
07/23/2023

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

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

	Form filed by One Reporting Person
X	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 A Common Stock	07/23/2023		P(1)		17,825,312	A	$28.05	17,825,312	I	By SVF II Strategic Investments AIV LLC(2)(3)
Class A Common Stock								20,000,000	I	By SVF II SPAC Investment 3 (DE) LLC(2)(3)
Class A Common Stock								2,000,000	I	By SB Northstar LP(2)(3)

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
Common Stock Warrants (right to buy)	$41.9719	07/23/2023		J(4)		11,434,360		(5)	(6)	Class A Common Stock	11,434,360	(4)	11,434,360	I	By Sunlight Investment Corp.(2)(3)

1. Name and Address of Reporting Person^*

SVF II SPAC Investment 3 (DE) LLC

(Last) (First) (Middle)

251 LITTLE FALLS DRIVE

(Street)

WILMINGTON DE 19808

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SVF II Holdings (DE) LLC

(Last) (First) (Middle)

251 LITTLE FALLS DRIVE

(Street)

WILMINGTON DE 19808

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SVF II Aggregator (Jersey) L.P.

(Last) (First) (Middle)

CRESTBRIDGE LIMITED

47 ESPLANADE

(Street)

ST. HELIER Y9 JE1 0BD

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SOFTBANK VISION FUND II-2 L.P.

(Last) (First) (Middle)

CRESTBRIDGE LIMITED

47 ESPLANADE

(Street)

ST. HELIER Y9 JE1 0BD

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SB Global Advisers Ltd

(Last) (First) (Middle)

69 GROSVENOR STREET

(Street)

LONDON X0 W1K 3JP

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SB Northstar GP

(Last) (First) (Middle)

C/O WALKERS

190 ELGIN AVENUE

(Street)

GEORGE TOWN E9 KY1-9008

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SB Management Ltd

(Last) (First) (Middle)

C/O WALKERS

190 ELGIN AVENUE

(Street)

GEORGE TOWN E9 KY1-9008

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SOFTBANK GROUP CORP.

(Last) (First) (Middle)

1-7-1 KAIGAN

MINATO-KU

(Street)

TOKYO M0 105-7537

(City) (State) (Zip)

Explanation of Responses:

1. 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.

2. 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)

3. (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.

4. 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.

5. 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").

6. 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.

	SVF II SPAC Investment 3 (DE) LLC, By: /s/ Jonathan Duckles, as Director	07/25/2023
	SVF II Holdings (DE) LLC, By: /s/ Jonathan Duckles, as Director	07/25/2023
	SVF II Aggregator (Jersey) L.P., By: SB Global Advisers Limited, its Manager /s/ Alex Clavel, as Director	07/25/2023
	SoftBank Vision Fund II-2 L.P., By: SB Global Advisers Limited, its Manager /s/ Alex Clavel, as Director	07/25/2023
	SB Global Advisers Limited, By: /s/ Alex Clavel, as Director	07/25/2023
	SB Northstar GP, By: /s/ Stephen Lam, as Director	07/25/2023
	SB Northstar LP, By: SB Northstar GP, its General Partner /s/ Stephen Lam, as Director	07/25/2023
	SoftBank Group Corp., By: /s/ Yuko Yamamoto, as Head of Corporate Legal Department	07/25/2023
	** Signature of Reporting Person	Date
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