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.

(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

   4,215,683 ^(1), (2)

(8)

Shared Voting Power

0

(9)

Sole Dispositive Power

4,215,683 ^(1), (2)

(10)

Shared Dispositive Power

0

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person:

4,215,683 ^{(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 2.7%⁽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 (a) 1,369,105 shares of Common Stock underlying the 1,369,105 private placement warrants of Sarcos Technology and Robotics Corporation (the “Company”) held by Marstar Investments LLC (“Marstar”) and MI-MJ LLC (“MI-MJ”), originally issued to Rotor Sponsor LLC (“Sponsor”) pursuant to that certain Warrant Agreement, by and between Continental Stock Transfer & Trust Company and the Company, dated January 14, 2021 (“Private Warrants”) and (b) 57,692 shares of Common Stock that underly the 57,692 restricted stock units (“RSUs”).

(3)

Based on 156,126,797 shares of Common Stock outstanding, equal to the 154,700,000 shares of Common Stock outstanding as of October 27, 2022, as reported by the Company in its Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 8, 2022 (the “Form 10-Q”), plus (a) the 1,369,105 shares of Common Stock that underly the 1,369,105 Private Warrants held by Marstar and MI-MJ and the (b) 57,692 shares of Common Stock that underly the 57,692 RSUs.

(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

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

(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%

(14)

Type of Reporting Person (See Instructions):

OO

(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

2,982,881 ⁽¹⁾

(8)

Shared Voting Power

0

(9)

Sole Dispositive Power

2,982,881 ⁽¹⁾

(10)

Shared Dispositive Power

0

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person:

2,982,881 ^{(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 1.9%⁽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 821,463 shares of Common Stock underlying the 821,463 Private Warrants held by Marstar.

(3)

Based on 155,521,463 shares of Common Stock outstanding, equal to the 154,700,000 shares of Common Stock outstanding as by the Company in the Form 10-Q, plus 821,463 shares of Common Stock that underly the 821,463 Private Warrants held by Marstar.

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 Sponsor LLC

0

0.0%

0

0.0%

Marstar Investments LLC

2,982,881

1.9%

0

0.0%

Brian D. Finn⁽²⁾

4,215,683

2.7%

0

0.0%

*

Represents less than 1%

(1)

Based on 156,126,797 shares of Common Stock outstanding, equal to the 154,700,000 shares of Common Stock outstanding as of October 27, 2022, as reported by the Company in its Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 8, 2022 (the “Form 10-Q”).  For Mr. Finn, it also includes (a) 57,692 shares of Common Stock that underly 57,692 RSUs held by Mr. Finn and (b) 1,369,105 shares of Common Stock that underly the 1,369,105 Private Warrants held by Marstar and MI-MJ.  For Marstar, it also includes 821,463 shares of Common Stock that underly the 821,463 Private Warrants held by Marstar.  

(2)

Includes securities held by Marstar, MI-CM and MI-MJ.  See Item 2.

(c)

Except for the Distribution and Sponsor Distribution, 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)

Immediately following the Sponsor Distribution, each Reporting Person ceased being a greater than 5% beneficial owner of Common Stock.

ROTOR SPONSOR LLC

By:

/s/Samuel Potter

Name:

Samuel Potter

Title:

Managing Member

MARSTAR INVESTMENTS LLC

By:

/s/Brian D. Finn

Name:

Brian D. Finn

Title:

Administrator

BRIAN D. FINN

By:

/s/Brian D. Finn

Name:

Brian D. Finn