Symbotic Director Ladensohn Amends Ownership Disclosure

TL;DR

**Symbotic director David Ladensohn just updated his ownership filing, signaling a change in his stake.**

AI Summary

David A. Ladensohn, a director of Symbotic Inc., filed an SC 13D/A on February 23, 2024, indicating a change in his beneficial ownership of Symbotic Class A Common Stock. The filing, Amendment No. 3, updates previous disclosures regarding his holdings in the company. The CUSIP number for the Class A Common Stock is 87151X101.

Why It Matters

This filing provides updated transparency on a key insider's stake, which can influence investor perception of the company's stability and future prospects.

Risk Assessment

Risk Level: low — This is a routine amendment to a beneficial ownership filing, not indicating any immediate negative or positive event.

Key Players & Entities

• David A. Ladensohn (person) — Filing Person, Director of Symbotic Inc.
• Symbotic Inc. (company) — Issuer of securities
• 2014 QSST F/B/O PERRY COHEN (company) — Group Member
• 2014 QSST F/B/O RACHEL COHEN KANTER (company) — Group Member
• 06 Technology (company) — Organization Name

FAQ

Key Financial Figures

• $0.0001 — suer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securiti
• $369.9 million — the February Offering, in approximately $369.9 million of aggregate proceeds to the Issuer and
• $82,765,398.24 — the February Offering for approximately $82,765,398.24 in proceeds before expenses. The Unde
• $53.61 — tock on August 7, 2023 at an average of $53.61 per share and 10,000 shares of Class A
• $58.68 — k on November 28, 2023 at an average of $58.68 per share and (B) the David A. Ladensoh
• $58.45 — k on November 28, 2023 at an average of $58.45 per share. Based on information about
• $396.9 million — the February Offering, in approximately $396.9 million aggregate proceeds to the Issuer and th

Filing Documents

• d778330dsc13da.htm (SC 13D/A) — 87KB
• d778330dex992.htm (EX-99.2) — 200KB
• 0001193125-24-044881.txt ( ) — 288KB

of the Schedule 13D is hereby amended to include the following

Item 3 of the Schedule 13D is hereby amended to include the following. Redemption of OpCo Units and Underwriting Agreement In connection with the February Offering (as defined below) and following delivery of a written notice of redemption (the Notice of Redemption ) to Symbotic Holdings LLC, 2,085,296 shares of Class A Common Stock will be issued upon redemption of 2,085,296 OpCo Units by The RBC Millennium Trust; and these shares of Class A Common Stock will be sold by this Reporting Person to the Underwriter (as defined below) pursuant to the Underwriting Agreement (as defined below). 2,085,296 shares of Class V-3 common stock, par value $0.0001 per share (the Class V-3 Common Stock ), equal to the aggregate number of the redeemed OpCo Units, were transferred to the Issuer and cancelled and retired by the Issuer upon such redemption. The closing of the sale of the shares of Class A Common Stock to the Underwriters pursuant to the Underwriting Agreement in the February Offering is expected to close on February 26, 2024 and the redemption of such OpCo Units and cancellation and retirement of such shares of Class V-3 Common Stock is conditioned on such closing. David A. Ladensohn and Janet L. Cohen are treated as indirectly beneficially owning OpCo Units redeemed, the shares of Class A Common Stock sold and the shares of Class V-3 Common Stock cancelled and retired. The Underwiting Agreement is summarized below in Item 4 which summary is hereby incorporated by reference into this Item 3. Item4. Purpose of Transaction.

of Schedule 13D is hereby amended to include the following

Item 4 of Schedule 13D is hereby amended to include the following: February Offering On February 21, 2024, The RBC Millennium Trust and certain other selling securityholders named therein (collectively, the Selling Securityholders ), Symbotic Holdings LLC, the Issuer and Goldman Sachs & Co. LLC (the Underwriter ) entered into an underwriting agreement (the Underwriting Agreement ), pursuant to which the Issuer agreed to sell 5,000,000 shares of Class A Common Stock and the Selling Securityholders agreed to sell an aggregate of 5,000,000 shares of Class A Common Stock to the Underwriter, and the Underwriter agreed to purchase from the Issuer and the Selling Securityholders, subject to and upon the terms and conditions set forth therein, such shares of Class A Common Stock, but excluding up to 1,500,000 shares of Class A Common Stock that may be sold in the offering by the Issuer upon the Underwriters exercise of its option to purchase additional shares of Class A Common Stock (the February Offering ), which will result, upon the closing of the February Offering, in approximately $369.9 million of aggregate proceeds to the Issuer and the Selling Securityholders before expenses. The February Offering was made pursuant to a registration statement previously filed by the Issuer with the SEC that was declared effective on August 2, 2023, by means of a prospectus supplement, dated February 21, 2024. The closing of the sale of the shares of Class A Common Stock to the Underwriters pursuant to the Underwriting Agreement in the February Offering is expected to close on February 26, 2024. The RBC Millennium will sell 2,085,296 shares of Class A Common Stock in the February Offering for approximately $82,765,398.24 in proceeds before expenses. The Underwriting Agreement contains customary representations, warranties and agreements of the Issuer and the Selling Securityholders and other customary obligations of the parties and termination provisions. For additional informa

of Schedule 13D is hereby amended and restated as follows

Item 5 of Schedule 13D is hereby amended and restated as follows: The responses of the Reporting Persons to rows (7) through (13) of the cover pages and Items 2, 3, 4 and 6 of this Schedule 13D are incorporated into this Item 5 by reference. (a)-(b) Based on information about outstanding shares as of February 20, 2024 disclosed in the Issuers final prospectus supplement, dated February 21, 2024, with respect to the February Offering, the Reporting Persons are in the aggregate beneficial owners of (i) 50,100 shares of Class A Common Stock immediately following the February Offering, (ii) 190,512,153 shares of Class V-3 Common Stock immediately following the February Offering, and (iii) 1,534,149 shares of Class V-1 common stock, par value $0.0001 per share (the Class V-1 Common Stock ), immediately following the February Offering, each of which are convertible on a one-for-one basis into shares of Class A Common Stock at the election of the holder and upon the redemption of an equal number of OpCo Units (as described in Item 3 herein). Pursuant to Rule 13d-3 of the Act, the Reporting Persons may be deemed to be in the aggregate the beneficial owners of 66.0% of the Class A Common Stock immediately following the February Offering, calculated based on the percent of Class A Common Stock the Reporting Persons would hold in the aggregate assuming the conversion of all of each Reporting Persons collective shares of Class V-3 Common Stock and Class V-1 Common Stock into shares of Class A Common Stock, resulting in a total of (i) 291,256,405 shares of Class A Common Stock outstanding immediately following the February Offering (which reflects the sum of (x) 99,160,003 shares of Class A Common Stock outstanding immediately following the February Offering and (y) 192,096,402 shares of Class A Common Stock outstanding or issuable on conversion of the Reporting Persons Class V-3 Common Stock and Class V-1 Common Stock immediately following the February Offering). Based on

of the Schedule 13D is hereby amended to include the following

Item 6 of the Schedule 13D is hereby amended to include the following. Redemption of OpCo Units The redemption of the OpCo Units is summarized above in Item 3 which summary is hereby incorporated by reference into this Item 6. Underwriting Agreement and Lock-Up Agreement The Issuer and the Selling Securityholders agreed to sell to the Underwriter, and the Underwriter agreed to purchase from the Issuer and the Selling Securityholders, an aggregate of 10,000,000 shares of Class A Common Stock in the February Offering, which will result, upon the closing of the February Offering, in approximately $396.9 million aggregate proceeds to the Issuer and the Selling Securityholders before expenses, pursuant to, and subject to the terms and conditions of the Underwriting Agreement. In connection with the February Offering, on February 21, 2024, The RBC Millennium Trust, The 2014 QSST F/B/O Perry Cohen, and The 2014 QSST F/B/O Rachel Cohen Kanter also entered into a Lock-Up Agreement (collectively, the Lock-Up Agreements ) with the Underwriter. Pursuant to the Lock-Up Agreements, each of these Reporting Persons have agreed with the Underwriter, subject to certain exceptions (including the sale of their securities that otherwise would be delivered in connection with the settlement of the restricted stock units or any other method to satisfy any tax withholding obligations as determined or permitted by the Issuer in its sole discretion from time to time pursuant to the applicable restricted stock units award agreements), not to dispose of or hedge any of their common stock or securities convertible into or exchangeable for shares of common stock during the period from February 21, 2024 continuing through the date 90 days thereafter, except with the prior written consent of the representative. The descriptions of the Underwriting Agreement and Lock-Up Agreement set forth above in this Item 6 do not purport to be complete and such descriptions are qualified in their e

of the Schedule 13D is hereby amended to add the following exhibits

Item 7 of the Schedule 13D is hereby amended to add the following exhibits: Exhibit No. Exhibit Description 99.2* Underwriting Agreement, dated February 21, 2024, by and among the Issuer, Symbotic Holdings LLC, the Selling Securityholders and the Underwriter. 99.3* Form of Lock-Up Agreement (included as Annex I to the Underwriting Agreement filed as Exhibit 99.2 hereto) * Filed herewith.

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: February 23, 2024 DAVID A. LADENSOHN By: /s/ David A. Ladensohn Name: David A. Ladensohn Title: David A. Ladensohn, Individually THE 2014 QSST F/B/O PERRY COHEN By: /s/ David A. Ladensohn Name: David A. Ladensohn Title: Trustee THE 2014 QSST F/B/O RACHEL COHEN KANTER By: /s/ David A. Ladensohn Name: David A. Ladensohn Title: Trustee