SEC Form SC 13D/A filed by Sarcos Technology and Robotics Corporation (Amendment)

*

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

CUSIP No. 80359A106

(1)

Name of Reporting Persons:

Brian D. Finn

(2)

Check the Appropriate Box if a Member of a Group (See Instructions):

(a) ☐ (b) ☐  

(3)

SEC Use Only:

(4)

Source of Funds (See Instructions):

OO

(5)

Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):

☐

(6)

Citizenship or Place of Organization:

United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

(7)

Sole Voting Power

12,465,611^{(1), (2)}

(8)

Shared Voting Power

0

(9)

Sole Dispositive Power

12,465,611^{(1), (2)}

(10)

Shared Dispositive Power

0

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person:

12,465,611^{(1), (2)}

(12)

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

☐

(13)

Percent of Class Represented by Amount in Row (11):

Approximately 8.4%⁽³⁾

(14)

Type of Reporting Person (See Instructions):

IN

(1)

The inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of this Schedule 13D or for any other purpose.

(2)

Includes 5,970,684 shares of Common Stock underlying the 5,970,684 private placement warrants of Sarcos Technology and Robotics Corporation (the “Company”) issued to Rotor Sponsor LLC, a Delaware limited liability company (“Sponsor”) pursuant to that certain Warrant Agreement, by and between Sponsor and the Company, dated January 14, 2021 (“Private Warrants”).

(3)

Based on 148,872,444 shares of Common Stock outstanding, equal to the 142,901,760 shares of Common Stock outstanding as of February 15, 2022, as reported by the Company in its prospectus filed pursuant to Rule 424(b)(3) of the Securities Act of 1933, as amended, filed with the Securities and Exchange Commission on April 6, 2022 (the “424 Prospectus”), plus the 5,970,684 shares of Common Stock that underly the 5,970,684 Private Warrants held by Sponsor.

CUSIP No. 80359A106

(1)

Name of Reporting Persons:

Rotor Sponsor LLC

(2)

Check the Appropriate Box if a Member of a Group (See Instructions):

(a) ☐ (b) ☐

(3)

SEC Use Only:

(4)

Source of Funds (See Instructions):

OO

(5)

Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):

☐

(6)

Citizenship or Place of Organization:

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

(7)

Sole Voting Power

11,642,852^{(1), (2)}

(8)

Shared Voting Power

0

(9)

Sole Dispositive Power

11,642,852^{(1), (2)}

(10)

Shared Dispositive Power

0

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person:

11,642,852^{(1), (2)}

(12)

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

☐

(13)

Percent of Class Represented by Amount in Row (11):

Approximately 7.8%⁽³⁾

(14)

Type of Reporting Person (See Instructions):

OO

(1)

The inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of this Schedule 13D or for any other purpose.

(2)

Includes 5,970,684 shares of Common Stock underlying the 5,970,684 Private Warrants held by Sponsor.

(3)

Based on 148,872,444 shares of Common Stock outstanding, equal to the 142,901,760 shares of Common Stock outstanding as of February 15, 2022, as reported by the Company in the 424 Prospectus, plus the 5,970,684 shares of Common Stock that underly the 5,970,684 Private Warrants held by Sponsor.

CUSIP No. 80359A106

(1)

Name of Reporting Persons:

Rotor-Sarcos, LLC

(2)

Check the Appropriate Box if a Member of a Group (See Instructions):

(a) ☐ (b) ☐

(3)

SEC Use Only:

(4)

Source of Funds (See Instructions):

OO

(5)

Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):

☐

(6)

Citizenship or Place of Organization:

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

(7)

Sole Voting Power

0

(8)

Shared Voting Power

4,486,483⁽¹⁾

(9)

Sole Dispositive Power

0

(10)

Shared Dispositive Power

4,486,483⁽¹⁾

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person:

4,486,483⁽¹⁾

(12)

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

☐

(13)

Percent of Class Represented by Amount in Row (11):

Approximately 3.1%⁽²⁾

(14)

Type of Reporting Person (See Instructions):

OO

(1)

The inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of this Schedule 13D or for any other purpose.

(2)

Based on 142,901,760 shares of Common Stock outstanding as of February 15, 2022, as reported by the Company in the 424 Prospectus.

CUSIP No. 80359A106

(1)

Name of Reporting Persons:

Marstar Investments LLC

(2)

Check the Appropriate Box if a Member of a Group (See Instructions):

(a) ☐ (b) ☐

(3)

SEC Use Only:

(4)

Source of Funds (See Instructions):

OO

(5)

Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):

☐

(6)

Citizenship or Place of Organization:

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

(7)

Sole Voting Power

822,759⁽¹⁾

(8)

Shared Voting Power

0

(9)

Sole Dispositive Power

822,759⁽¹⁾

(10)

Shared Dispositive Power

0

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person:

822,759⁽¹⁾

(12)

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

☐

(13)

Percent of Class Represented by Amount in Row (11):

Approximately 0.6%⁽²⁾

(14)

Type of Reporting Person (See Instructions):

OO

(1)

The inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of this Schedule 13D or for any other purpose.

(2)

Based on 142,901,760 shares of Common Stock outstanding as of February 15, 2022, as reported by the Company in the 424 Prospectus.

CUSIP No. 80359A106

(1)

Name of Reporting Persons:

Gee Jay LLC

(2)

Check the Appropriate Box if a Member of a Group (See Instructions):

(a) ☐ (b) ☐

(3)

SEC Use Only:

(4)

Source of Funds (See Instructions):

OO

(5)

Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):

☐

(6)

Citizenship or Place of Organization:

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

(7)

Sole Voting Power

0

(8)

Shared Voting Power

0

(9)

Sole Dispositive Power

0

(10)

Shared Dispositive Power

0

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person:

0⁽¹⁾

(12)

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

☐

(13)

Percent of Class Represented by Amount in Row (11):

0%

(14)

Type of Reporting Person (See Instructions):

OO

Reporting Persons

Beneficial Ownership (Sole Voting and Dispositive Power)

Percentage of Class Beneficially Owned⁽¹⁾

Beneficial
Ownership
(Shared Voting and
Dispositive
Power)

Percentage
of Class
Beneficially
Owned⁽¹⁾

Rotor-Sarcos, LLC

0

0.0%

4,486,483

3.1%

Gee Jay LLC

0

0.0%

0

0.0%

Rotor Sponsor LLC

11,642,852

7.8%

0

0.0%

Marstar Investments LLC

822,759

*%

0

0.0%

Brian D. Finn⁽²⁾

12,465,611

8.4%

0

0.0%

*

Represents less than 1%

(1)

Based on 142,901,760 shares of Common Stock outstanding as of February 15, 2022, as reported by the Company in its prospectus filed pursuant to Rule 424(b)(3) of the Securities Act of 1933, as amended, filed with the Securities and Exchange Commission on April 6, 2022, and, for Mr. Finn and Rotor Sponsor, also includes the 5,970,684 shares of Common Stock that underly the 5,970,684 Private Warrants held by Sponsor.

(2)

As a result of the Resignation, shares beneficially owned excludes Company securities held by Rotor-Sarcos.

(c)

Except for the Distribution and Gift, none of the Reporting Persons has engaged in any transaction in shares of Common Stock in the 60 days prior to the filing of this Amendment.

(e)

Following the Gift, Gee Jay ceased being a beneficial owner of Common Stock. Following the Distribution, Rotor-Sarcos ceased being a greater than 5% beneficial owner of Common Stock and, as a result thereof and of the Resignation, will no longer be a Reporting Person.

ROTOR SPONSOR LLC

By:

/s/ Brian D. Finn

Name:

Brian D. Finn

Title:

Managing Member

ROTOR-SARCOS, LLC

By: RK Management, LLC, its manager

By:

/s/ Richard Keller

Name:

Richard Keller

Title:

Manager

MARSTAR INVESTMENTS LLC

By:

/s/ Brian D. Finn

Name:

Brian D. Finn

Title:

Administrator

GEE JAY LLC

By:  The Steven H. Goodman Delaware Dynasty Trust, its sole member and manager

By:

/s/ Brian D. Finn

Name:

Brian D. Finn

Title:

Trustee

BRIAN D. FINN

By:

/s/ Brian D. Finn

Name:

Brian D. Finn