SEC Form SC 13D/A filed by SVF Investment Corp. 3 (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

Symbotic Inc.

(Name of Issuer)

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

87151X101

(CUSIP Number)

Richard B. Cohen c/o Symbotic Inc.

200 Research Drive

Wilmington, MA 01887

Telephone: (978) 284-2800

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

January 13, 2023

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* 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.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 87151X101

CUSIP No. 87151X101

CUSIP No. 87151X101

CUSIP No. 87151X101

CUSIP No. 87151X101

CUSIP No. 87151X101

CUSIP No. 87151X101

CUSIP No. 87151X101

Explanatory Note

This Amendment No. 2 (this “Schedule 13D Amendment”) to the Schedule 13D originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 17, 2022, as amended by Amendment No. 1 to the Schedule 13D filed on July 21, 2022 (as amended by this Schedule 13D Amendment, the “Schedule 13D”), is being filed on behalf of (i) Richard B. Cohen, (ii) RJJRP Holdings, Inc., (iii) The RBC 2021 4 Year GRAT, (iv) the Richard B. Cohen Revocable Trust and (v) Perry Cohen (collectively, the “Reporting Persons”), with respect to the shares of Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), of Symbotic Inc., a Delaware corporation (the “Issuer”).

Other than as set forth below, all Items in the Schedule 13D are materially unchanged. Capitalized terms used in this Schedule 13D Amendment which are not defined herein have the meanings given to them in the Schedule 13D.

Item 5. Interest in Securities of the Issuer.

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) The Reporting Persons are in the aggregate beneficial owners of 213,814,024 shares of Class V-3 Common Stock and 9,603,182 shares of Class V-1 Common Stock, 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 Exchange Act, the Reporting Persons may be deemed to be in the aggregate the beneficial owners of 79.0% of the Class A Common Stock, 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 Person’s 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) 282,776,256 shares of Class A Common Stock outstanding (which reflects the sum of (x) 59,359,050 shares of Class A Common Stock outstanding as of January 3, 2023 and (y) 223,417,206 shares of Class A Common Stock issuable on conversion of the Reporting Person’s Class V-3 Common Stock and Class V-1 Common Stock). Based on the total of 554,681,109 shares of the Issuer’s common stock outstanding as of January 3, 2023 (including (i) 59,359,050 shares of Class A Common Stock, (ii) 78,389,034 shares of Class V-1 Common Stock, and (iii) 416,933,025 shares of Class V-3 Common Stock), the Reporting Persons collectively beneficially own in the aggregate 40.3% of the Issuer’s total outstanding Class A common stock on a fully diluted basis (assuming conversion of all outstanding shares of Class V-1 common stock and Class V-3 common stock) as of January 3, 2023.

RJJRP Holdings, Inc. is the record holder of 41,549,600 shares of Class V-3 Common Stock and 2,818,148 shares of Class V-1 Common Stock. Richard B. Cohen may be deemed to beneficially own the securities of the Issuer held directly by RJJRP Holdings, Inc. by virtue of his position as President and Chief Executive Officer of RJJRP and his ownership interest therein. Since the most recent filing on Schedule 13D by the Reporting Persons prior to this Schedule 13D Amendment, Triggering Event III (as defined in the Merger Agreement) occurred, following which the Issuer issued 939,382 shares of Class V-1 common stock and the equivalent number of OpCo Units to RJJRP Holdings, Inc. These shares are included in the Reporting Person’s aggregate interests reported on this Schedule 13D Amendment.

The RBC 2021 4 Year GRAT is the record holder of 163,355,074 shares of Class V-3 Common Stock and 6,434,118 shares of Class V-1 common stock. Richard B. Cohen may be deemed to beneficially own the securities of the Issuer held directly by The RBC 2021 4 Year GRAT by virtue of his role as sole trustee of the trust. Since the most recent filing on Schedule 13D by the Reporting Persons prior to this Schedule 13D Amendment, Triggering Event III (as defined in the Merger Agreement) occurred, following which the Issuer issued 2,144,706 shares of Class V-1 common stock and the equivalent number of OpCo Units to The RBC 2021 4 Year GRAT. These shares are included in the Reporting Person’s aggregate interests reported on this Schedule 13D Amendment.

The Richard B. Cohen Revocable Trust is the record holder of 4,971,224 shares of Class V-3 Common Stock and 195,804 shares of Class V-1 Common Stock. Richard B. Cohen may be deemed to beneficially own the securities of the Issuer held directly by the Richard B. Cohen

Revocable Trust by virtue of his role as sole trustee of the trust. Since the most recent filing on Schedule 13D by the Reporting Persons prior to this Schedule 13D Amendment, Triggering Event III (as defined in the Merger Agreement) occurred, following which the Issuer issued 65,268 shares of Class V-1 common stock and the equivalent number of OpCo Units to the Richard B. Cohen Revocable Trust. These shares are included in the Reporting Person’s aggregate interests reported on this Schedule 13D Amendment.

Perry Cohen is the record holder of 3,938,126 shares of Class V-3 Common Stock and 155,112 shares of Class V-1 Common Stock. Perry Cohen exercises full voting and dispositive power over the shares of which he is the owner of record. Since the most recent filing on Schedule 13D by the Reporting Persons prior to this Schedule 13D Amendment, Triggering Event III (as defined in the Merger Agreement) occurred, following which the Issuer issued 51,704 shares of Class V-1 common stock and the equivalent number of OpCo Units to Perry Cohen. These shares are included in the Reporting Person’s aggregate interests reported on this Schedule 13D Amendment. Based on the nature of their relationship, Perry Cohen and Richard B. Cohen, who share a familial relationship, may be deemed a member of a “group” with the other Reporting Persons for purposes of Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and may be deemed to beneficially own the securities of the Issuer owned by the other Reporting Persons. The Reporting Persons expressly disclaim the existence of any shared voting or dispositive powers between Perry Cohen and any of the other Reporting Persons. The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Exchange Act, the beneficial owners of any securities of the Issuer he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities of the Issuer reported herein except to the extent such Reporting Person actually exercises voting or dispositive power with respect to such securities.

To the Reporting Persons’ knowledge, except as disclosed in Schedule A, none of the Covered Persons directly owns any Common Shares; however, because each Covered Person is a director or executive officer of one or more Reporting Persons, each Covered Person may be deemed to be the beneficial owner of the Common Shares beneficially owned by the Reporting Person(s) for which they each serve as director or executive officer. Each of the Covered Persons hereby disclaims beneficial ownership of any Common Shares and the filing of this Schedule 13D shall not be construed as an admission that any such Covered Person is the beneficial owner of any securities covered by this Schedule 13D or that any such Covered Person is a member of a “group” for Section 13(d) purposes.

(c)    None of the Reporting Persons nor, to their knowledge, any of the Covered Persons, has effected any transactions in the Issuer’s common stock during the past 60 days.

(d)    Except as disclosed in this Schedule 13D, to the knowledge of the Reporting Persons, no other person is known to the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities covered by this statement on Schedule 13D.

(e)    Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 of the Schedule 13D is hereby amended to include the following.

Perry Cohen Board Observer Agreement

On January 13, 2023, Perry Cohen entered into a Board Observer Agreement, by and between Perry Cohen and the Issuer (the “Board Observer Agreement”). Subject to the terms and conditions set forth in the Board Observer Agreement, the Issuer granted Mr. Cohen the right to attend and observe meetings of the Issuer’s Board of Directors, subject to confidentiality and certain other requirements. The Board Observer Agreement may be terminated by the Issuer at any time with or without cause. Mr. Cohen is not entitled to any fees or to the reimbursement of any expenses in connection with the role of board observer.

The foregoing description of the Board Observer Agreement does not purport to be complete and is qualified in its entirety by reference to the full text thereof, which is filed as Exhibit 1 to this Schedule 13D Amendment.

Item 7. Material to be Filed as Exhibits.

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: January 13, 2023

/s/ Richard B. Cohen

Richard B. Cohen

RJJRP HOLDINGS, INC.

By: /s/ Richard B. Cohen

Name: Richard B. Cohen

Title: President and Chief Executive Officer

THE RBC 2021 4 YEAR GRAT

By: /s/ Richard B. Cohen

Name: Richard B. Cohen

Title: Trustee

RICHARD B. COHEN REVOCABLE TRUST

By: /s/ Richard B. Cohen

Name: Richard B. Cohen

Title: Trustee

/s/ Perry Cohen

Perry Cohen